X0206 3 2016-01-01 0 0001547638 Southcross Energy Partners, L.P. SXE 0001657027 Wade Randall S. C/O EIG BBTS HOLDINGS, LLC 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON DC 20006 true true 0001666993 Kristina Wade 2010 Irrevocable Trust C/O EIG BBTS HOLDINGS, LLC 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON DC 20006 true 0001666991 Randall Wade 2010 Irrevocable Trust C/O EIG BBTS HOLDINGS, LLC 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON DC 20006 true Common Units 6616400 I Southcross Holdings Borrower LP Class B Convertible Units Common Units (Limited Partnership Interests) 15958990 I Southcross Holdings Borrower LP Subordinated Units Common Units (Limited Partnership Interests) 12213713 I Southcross Holdings Borrower LP The number of Common Units reflect the number held as of January 1, 2016. Mr. Wade is a trustee of each of the Randall Wade 2010 Irrevocable Trust (the "RW Trust") and the Kristina Wade 2010 Irrevocable Trust (the "KW Trust"). The RW Trust and the KW Trust are members of EIG Global Energy Partners, LLC, which owns a majority of (and is manager of) EIG Asset Management, LLC, which is the sole member of EIG Management Company, LLC, which is the manager of EIG BBTS Holdings, LLC ("EIG BB"). EIG BB owns 33.33% of the limited partner interest in Southcross Holdings LP ("Holdings") and 33.33% of Southcross Holdings GP LLC ("Holdings GP"). Holdings GP is the general partner of Holdings. Holdings holds 99% of the membership interests of Southcross Holdings Guarantor GP LLC ("Guarantor GP") and 99.8% of Southcross Holdings Guarantor LP ("Guarantor"). Guarantor GP is the general partner of, and holds the remaining 0.2% of Guarantor. The remaining 1% of the membership interests of Guarantor GP are held by Southcross Holdings Intermediary LLC, which is owned 100% by Holdings. Guarantor is the sole member of Southcross Holdings Borrower GP LLC ("Borrower GP") and owns 100% of the limited partnership interest of Southcross Holdings Borrower LP ("Borrower"), which directly owns all of the securities reported herein. Borrower GP is the general partner of Borrower. As a result of the relationship of the Reporting Persons to Borrower, each Reporting Person may be deemed to indirectly beneficially own the securities reported herein held by Borrower. The Class B Convertible Units convert into Common Units at the Class B Conversion Rate (as defined in the Issuer's Third Amended and Restated Agreement of Limited Partnership dated August 4, 2014 (the "Partnership Agreement") on the Class B Conversion Date (as defined in the Partnership Agreement). The number of Class B Convertible Units reflect the number held as of January 1, 2016. The Subordinated Units convert into Common Units on a one-for-one basis on the expiration of the Subordination Period (as defined in the Partnership Agreement). The number of Subordinated Units reflect the number held as of January 1, 2016. The Reporting Persons became a 10% Owner of the Issuer on January 1, 2016. Transactions with respect to securities of the Issuer from and after January 1, 2016, with respect to the Reporting Persons have been previously reported on Form 4s; however, an initial Form 3 inadvertently was not filed at the time the Reporting Persons became a 10% Owner. On December 1, 2017, Randall S. Wade became a director of Southcross Energy Partners GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the General Partner. 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. /s/ RANDALL S. WADE 2017-12-13 THE KRISTINA WADE 2010 IRREVOCABLE TRUST By: /s/ Randall S. Wade, Trustee 2017-12-13 THE RANDALL WADE 2010 IRREVOCABLE TRUST By: /s/ Randall S. Wade, Trustee 2017-12-13