Edgar Filing: Southcross Energy Partners, L.P.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Downie Jason H

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2014

3. Issuer Name and Ticker or Trading Symbol
Southcross Energy Partners, L.P. [SXE]

(Last)

(First)

(Middle)

C/O SOUTHCROSS ENERGY PARTNERS, L.P.,Â 1700 PACIFIC AVENUE, SUITE 2900

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)
See Remarks

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

DALLAS,Â TXÂ 75201

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units (Limited Partnership Interests)	2,116,400	I	By Southcross Holdings Borrower LP ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Convertible Units	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Units (Limited Partnership Interests)	14,633,000	$ ⁽⁴⁾	I	By Southcross Holdings Borrower LP ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Subordinated Units	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Units (Limited Partnership Interests)	12,213,713	$ ⁽⁵⁾	I	By Southcross Holdings Borrower LP ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Downie Jason H C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1700 PACIFIC AVENUE, SUITE 2900 DALLAS,Â TXÂ 75201	Â X	Â X	Â	See Remarks

Signatures

/s/ David W. Biegler, Attorney-In-Fact for Jason H. Downie		08/14/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 Reporting Person is a member of Tailwater Capital LLC ("Tailwater"), which is the sole member of TW GP EF-I GP, LLC ("TWGP2"), which is the general partner of TW GP EF-I, LP ("TWGP1"), which is the general partner of Tailwater Energy Fund I LP ("Energy Fund"), which is the sole member of TW/LW GP Sub, LLC ("TW/LM"), which is the general partner of each of BB-II Holdco LP ("BB-II") and TW BBTS Aggregator LP ("Aggregator"). BB-II owns 48.86% of the membership interest in BlackBrush TexStar GP LLC ("BBTS GP"), which is the general partner of BlackBrush TexStar LP ("BBTS"). Aggregator owns 48.86% of the limited partner interest in BBTS. BBTS is the sole member of BBTS Guarantor GP LLC, which is the general partner of BBTS Guarantor LP, which is the sole member of BBTS Borrower GP LLC, which is the general partner of BBTS Borrower LP, which owns 70.4% of the limited partner interest in Southcross Holdings LP ("Holdings") and 70.4% of Southcross Holdings GP LLC ("Holdings GP").
(2)	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 Southcross Holdings Borrower LP ("Borrower"), which directly owns all of the Common Units, Class B Convertible Units and Subordinated Units reported herein. As a result of the relationship of the Reporting Persons to Borrower, the Reporting Person may be deemed to indirectly beneficially own the securities reported herein held by Borrower.
(3)	The Reporting Person disclaims beneficial ownership of the securities reported herein (except to the extent of the Reporting Person's indirect pecuniary interest in such securities), and this report shall not be deemed an admission that the 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.
(4)	The Class B Convertible Units will be converted into Common Units on the Class B Conversion Date (as defined in the Issuer's Third Amended and Restated Agreement of Limited Partnership dated August 4, 2014 (the "SXE Partnership Agreement")) at the Class B Conversion Rate (as defined in the SXE Partnership Agreement). The Class B Convertible Units have no expiration date.
(5)	The Subordinated Units will be converted into Common Units on a one-for-one basis on the expiration of the Subordination Period (as defined in the SXE Partnership Agreement). The Subordinated Units have no expiration date.
Â Remarks: TheÂ ReportingÂ PersonÂ isÂ aÂ directorÂ ofÂ SouthcrossÂ EnergyÂ PartnersÂ GP,Â LLC,Â theÂ generalÂ partnerÂ ofÂ theÂ IssuerÂ (theÂ "GeneralÂ Partner").Â Â TheÂ IssuerÂ isÂ managedÂ byÂ theÂ directorsÂ andÂ executiveÂ officersÂ ofÂ theÂ GeneralÂ Partner.Â Â ExhibitÂ List:Â ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney.

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