Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT 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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1. Name and Address of Reporting Person *
WILLIAMSON BRUCE A
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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)

C/O SOUTHCROSS ENERGY PARTNERS, L.P., 1717 MAIN STREET, SUITE 5200
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2017
(Street)


DALLAS, TX 75201
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

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 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Units   01/10/2017   A 8,500     (1)(2)(3)   (1)(2)(3) Common Units
8,500
$ 2 (4) 157,978 (5)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WILLIAMSON BRUCE A
C/O SOUTHCROSS ENERGY PARTNERS, L.P.
1717 MAIN STREET, SUITE 5200
DALLAS, TX 75201
  X     See Remarks  

Signatures

/s/ Bruce A. Williamson 01/23/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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 phantom units were issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Arrangement and Non-Employee Director Deferred Compensation Plan (the "Plan") for his retainer and meeting fees for 2016. Under such arrangement, the Reporting Person was eligible to receive cash compensation that the Reporting Person deferred. Each phantom unit is the economic equivalent of one common unit. For phantom units credited to the Reporting Person for cash compensation, the phantom units become payable in cash equal to the fair market value of the phantom units on the Reporting Person's date of termination of service. The cash shall be paid to the Reporting Person within 30 days following his termination of service.
(2) In connection with that certain Agreement and Plan of Merger, dated as of October 31, 2017, by and among Southcross Energy Partners GP, LLC, the Issuer, American Midstream Partners, LP, a Delaware limited partnership ("AMID"), American Midstream GP, LLC, a Delaware limited liability company, and Cherokee Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of AMID ("Merger Sub") (the "Merger Agreement") pursuant to which AMID will acquire control over the Issuer through the merger of the Issuer with and into Merger Sub, the Plan was amended and will be terminated effective as of one (1) business day prior to the Closing (as defined in the Merger Agreement) (the "Termination Effective Date").
(3) Mr. Williamson's account in the Plan shall be liquidated and paid to him in the form of a lump sum cash payment as soon as practicable following the Termination Effective Date, but no later than the Closing Date (as defined in the Merger Agreement). For the purpose of avoiding ambiguity, any portion of Mr. Williamson's account attributable to equity compensation shall be paid in the form of cash regardless that it would otherwise be paid in the form of units under the Plan.
(4) The number of phantom units credited to the Reporting Person for cash compensation equals the amount of cash compensation deferred divided by the fair market value of a common unit on the date immediately prior to payment of the cash compensation. The reported phantom units are reported to the nearest whole number for fractional units distributed.
(5) The total number of phantom units includes the 149,478 phantom units as reported on a Form 5 filed by the Reporting Person for the fiscal year ending December 31, 2016.
 
Remarks:
The Reporting Person is a director of Southcross Energy Partners GP, LLC, the general partner of the Issuer (the "General Partner"). As of January 6, 2017, the Reporting Person is the Chairman, President and Chief Executive Officer of the General Partner. The Issuer is managed by the directors and executive officers of the General Partner.

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