SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
EIG BBTS Holdings, LLC

(Last) (First) (Middle)
1700 PENNSYLVANIA AVE. NW, SUITE 800

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Southcross Energy Partners, L.P. [ SXE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Units 05/07/2015 J 4,500,000 A (1) 6,616,400 I(1) By Southcross Holdings Borrower LP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
EIG BBTS Holdings, LLC

(Last) (First) (Middle)
1700 PENNSYLVANIA AVE. NW, SUITE 800

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EIG Management Company, LLC

(Last) (First) (Middle)
1700 PENNSYLVANIA AVE. NW, SUITE 800

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EIG Asset Management Company, LLC

(Last) (First) (Middle)
1700 PENNSYLVANIA AVE. NW, SUITE 800

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EIG Global Energy Partners, LLC

(Last) (First) (Middle)
1700 PENNSYLVANIA AVE. NW, SUITE 800

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
1. Name and Address of Reporting Person*
R. Blair Thomas 2010 Irrevocable Trust

(Last) (First) (Middle)
1700 PENNSYLVANIA AVE. NW, SUITE 800

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Thomas R. Blair

(Last) (First) (Middle)
1700 PENNSYLVANIA AVE. NW, SUITE 800

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
Explanation of Responses:
1. As partial consideration for certain assets assigned by Southcross Holdings LP ("Holdings") and certain of its subsidiaries to the Issuer, the Issuer issued 4,500,000 Common Units to Southcross Holdings Borrower LP ("Borrower").
Remarks:
This statement is being filed by each of EIG BBTS Holdings, LLC ("EIG BB"), EIG Management Company, LLC ("EIG Management"), EIG Asset Management, LLC ("EIG Asset"), EIG Global Energy Partners, LLC ("EIG Global"), The R. Blair Thomas 2010 Irrevocable Trust ("RBT Trust") and R. Blair Thomas. We refer to EIG BB, EIG Management, EIG Asset, EIG Global, RBT Trust and Mr. Thomas, collectively, as the "Reporting Persons." Mr. Thomas is the sole trustee of RBT Trust, which is a member of EIG Global, which owns a majority of (and is manager of) EIG Asset, which is the sole member of EIG Management, which is the manager of EIG BB. EIG BB owns 35.5% of the limited partner interest in Holdings and 36.1% of Southcross Holdings GP LLC ("Holdings GP"). Holdings GP is the general partner of Holdings, which is the sole member of Southcross Holdings Guarantor GP LLC, which is the general partner of Southcross Holdings Guarantor LP, which is the sole member of Southcross Holdings Borrower GP LLC, which is the general partner of Borrower, which directly owns all of the Common Units reported herein. As a result of the relationship of the Reporting Persons to Borrower, the Reporting Persons may be deemed to indirectly beneficially own the securities reported herein held by Borrower. Each Reporting Person disclaims beneficial ownership of the securities reported herein (except to the extent of such Reporting Person's indirect pecuniary interest in such securities), and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
EIG BBTS HOLDINGS, LLC By: EIG Management Company, LLC, its Manager By: /s/ R. Blair Thomas R. Blair Thomas, Chief Executive Officer 05/14/2015
EIG BBTS HOLDINGS, LLC By: EIG Management Company, LLC, its Manager By: /s/ Robert L. Vitale Robert L. Vitale, General Counsel 05/14/2015
EIG MANAGEMENT COMPANY, LLC By: /s/ R. Blair Thomas R. Blair Thomas, Chief Executive Officer 05/14/2015
EIG MANAGEMENT COMPANY, LLC By: /s/ Robert L. Vitale Robert L. Vitale, General Counsel 05/14/2015
EIG ASSET MANAGEMENT, LLC By: /s/ R. Blair Thomas R. Blair Thomas, Chief Executive Officer 05/14/2015
EIG ASSET MANAGEMENT, LLC By: /s/ Robert L. Vitale Robert L. Vitale, General Counsel 05/14/2015
EIG GLOBAL ENERGY PARTNERS, LLC By: /s/ R. Blair Thomas R. Blair Thomas, Chief Executive Officer 05/14/2015
EIG GLOBAL ENERGY PARTNERS, LLC By: /s/ Robert L. Vitale Robert L. Vitale, General Counsel 05/14/2015
THE R. BLAIR THOMAS 2010 IRREVOCABLE TRUST By: /s/ R. Blair Thomas R. Blair Thomas, Trustee 05/14/2015
R. BLAIR THOMAS By: /s/ R. Blair Thomas 05/14/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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