X0306 4 2015-11-09 0 0001547638 Southcross Energy Partners, L.P. SXE 0001615861 TW BBTS Aggregator LP 300 CRESCENT COURT SUITE 200 DALLAS TX 75201 0 0 1 0 0001616364 BB-II Holdco LP 300 CRESCENT COURT SUITE 200 DALLAS TX 75201 0 0 1 0 0001615852 TW/LM GP Sub, LLC 300 CRESCENT COURT SUITE 200 DALLAS TX 75201 0 0 1 0 0001615839 TAILWATER ENERGY FUND I, LP 300 CRESCENT COURT SUITE 200 DALLAS TX 75201 0 0 1 0 0001615835 TW GP EF-1, LP 300 CRESCENT COURT SUITE 200 DALLAS TX 75201 0 0 1 0 0001615863 TW GP EF-1 GP, LLC 300 CRESCENT COURT SUITE 200 DALLAS TX 75201 0 0 1 0 0001642559 TW GP Holdings, LLC 300 CRESCENT COURT SUITE 200 DALLAS TX 75201 0 0 1 0 0001642558 Tailwater Holdings, LP 300 CRESCENT COURT SUITE 200 DALLAS TX 75201 0 0 1 0 Class B Convertible Units 2015-11-09 4 J 0 274478 A Common Units (Limited Partnership Interests) 15958990 I By Southcross Holdings Borrower LP The Class B Convertible Units were acquired as a payment in kind distribution on outstanding Class B Convertible Units pursuant to the Issuer's Third Amended and Restated Agreement of Limited Partnership dated August 4, 2014 (the "Partnership Agreement"). The Class B Convertible Units convert into Common Units at the Class B Conversion Rate (as defined in the Partnership Agreement) on the Class B Conversion Date (as defined in the Partnership Agreement). Due to the number of reporting persons exceeding the technical limit of ten, this Form 4 is filed in two parts. This is Part 1 of 2. See Exhibit 99.1 Remarks for additional information. TW BBTS Aggregator LP, a Delaware limited partnership By: TW/LM GP Sub, LLC, its General Partner By: /s/ Brian Blakeman Vice President Tax and Finance 2015-11-13 BB-II Holdco LP, a Delaware limited partnership By: TW/LM GP Sub, LLC, its General Partner By: /s/ Brian Blakeman Vice President Tax and Finance 2015-11-13 TW/LM GP Sub. LLC, a Texas limited liability company By: /s/ Brian Blakeman Vice President Tax and Finance 2015-11-13 Tailwater Energy Fund I LP, By: TW GP EF-I, LP, its General Partner By: TW GP EF-I GP, LLC By: /s/ Brian Blakeman Vice President Tax and Finance 2015-11-13 TW GP EF-I, LP, a Delaware limited partnership By: TW GP EF-I GP, LLC, its General Partner By: /s/ Brian Blakeman Vice President Tax and Finance 2015-11-13 TW GP EF-I GP, LLC, a Texas limited liability company By: /s/ Brian Blakeman Vice President Tax and Finance 2015-11-13 TAILWATER HOLDINGS, LP, a Delaware limited partnership By: TW GP Holdings, LLC, its General Partner By: /s/ Brian Blakeman Vice President 2015-11-13 TW GP HOLDINGS, LLC, a Texas limited liability company By: /s/ Brian Blakeman Vice President 2015-11-13