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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Convertible Units | (1) | 02/07/2019 | J(1) | 343,950 | (1) | (1) | Common Units (Limited Partnership Interests) | (1) | (1) | 19,996,781 | I | By Southcross Holdings Borrower LP |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TW Southcross Aggregator LP 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX 75201 |
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TW/LM GP Sub, LLC 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX 75201 |
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TAILWATER ENERGY FUND I, LP 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX 75201 |
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TW GP EF-1, LP 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX 75201 |
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TW GP EF-1 GP, LLC 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX 75201 |
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TW GP Holdings, LLC 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX 75201 |
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Tailwater Holdings, LP 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX 75201 |
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Tailwater Capital LLC 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX 75201 |
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Downie Jason H 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX 75201 |
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Herring Edward 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX 75201 |
TW Southcross Aggregator LP, a Delaware limited partnership By: TW/LM GP Sub, LLC, its General Partner By: /s/ Brian Blakeman, Vice President Tax & Finance | 02/08/2019 | |
**Signature of Reporting Person | Date | |
TW/LM GP Sub. LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance | 02/08/2019 | |
**Signature of Reporting Person | Date | |
Tailwater Energy Fund I, LP, a Delaware limited partnership By: TW GP EF-I, LP, its General Partner By: TW GP EF-I GP, LLC, its General Partner By: /s/ Brian Blakeman, Vice President Tax & Finance | 02/08/2019 | |
**Signature of Reporting Person | Date | |
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 & Finance | 02/08/2019 | |
**Signature of Reporting Person | Date | |
TW GP EF-I GP, LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance | 02/08/2019 | |
**Signature of Reporting Person | Date | |
TAILWATER HOLDINGS, LP, a Delaware limited partnership By: TW GP Holdings, LLC, its General Partner By: /s/ Brian Blakeman, Vice President | 02/08/2019 | |
**Signature of Reporting Person | Date | |
TW GP HOLDINGS, LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President | 02/08/2019 | |
**Signature of Reporting Person | Date | |
TAILWATER CAPITAL LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance | 02/08/2019 | |
**Signature of Reporting Person | Date | |
/s/ Jason H. Downie | 02/08/2019 | |
**Signature of Reporting Person | Date | |
/s/ Edward Herring | 02/08/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The Class B Convertible Units were acquired by Southcross Holdings Borrower LP ("Borrower") 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). |
Remarks: See Exhibit 99.1 |