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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 (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Southcross Holdings LP C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX 75201 |
X | X | See Remarks | |
Southcross Holdings GP, LLC C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX 75201 |
X | X | See Remarks | |
Southcross Holdings Intermediary LLC C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX 75201 |
X | See Remarks | ||
Southcross Holdings Guarantor LP C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX 75201 |
X | See Remarks | ||
Southcross Holdings Guarantor GP LLC C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX 75201 |
X | See Remarks | ||
Southcross Holdings Borrower LP C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX 75201 |
X | See Remarks | ||
Southcross Holdings Borrower GP LLC C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX 75201 |
X | See Remarks |
/s/ Kelly J. Jameson, Senior Vice President, General Counsel and Secretary of the General Partner of Southcross Holdings LP | 02/08/2019 | |
**Signature of Reporting Person | Date | |
/s/ Kelly J. Jameson, Senior Vice President, General Counsel and Secretary of Southcross Holdings GP LLC | 02/08/2019 | |
**Signature of Reporting Person | Date | |
/s/ Kelly J. Jameson, Senior Vice President, General Counsel and Secretary of Southcross Holdings Intermediary LLC | 02/08/2019 | |
**Signature of Reporting Person | Date | |
/s/ Kelly J. Jameson, Senior Vice President, General Counsel and Secretary of the General Partner of Southcross Holdings Guarantor LP | 02/08/2019 | |
**Signature of Reporting Person | Date | |
/s/ Kelly J. Jameson, Senior Vice President, General Counsel and Secretary of Southcross Holdings Guarantor GP LLC | 02/08/2019 | |
**Signature of Reporting Person | Date | |
/s/ Kelly J. Jameson, Senior Vice President, General Counsel and Secretary of the General Partner of Southcross Holdings Borrower LP | 02/08/2019 | |
**Signature of Reporting Person | Date | |
/s/ Kelly J. Jameson, Senior Vice President, General Counsel and Secretary of Southcross Holdings Borrower GP LLC | 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 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). |
(2) | The Class B Convertible Units are owned directly by Southcross Holdings Borrower LP, which is owned 100% by Southcross Holdings Guarantor LP ("Guarantor"), and its non-economic general partner interest is held by Southcross Holdings Borrower GP LLC ("Borrower GP"), which is owned 100% by Guarantor. Guarantor is owned 99.8% by Southcross Holdings LP ("Holdings"), and its 0.2% general partner interest is held by Southcross Holdings Guarantor GP LLC ("Guarantor GP"), which is owned 99% by Holdings and 1% by Southcross Holdings Intermediary LLC ("Intermediary"), which is owned100% by Holdings. The non-economic general partner interest of Holdings is held by Southcross Holdings GP LLC ("Holdings GP"). Borrower GP, Guarantor, Guarantor GP, Intermediary, Holdings, and Holdings GP are indirect beneficial owners of the reported securities. |
Remarks: This Form 4 is filed jointly by Southcross Holdings LP, Southcross Holdings GP LLC, Southcross Holdings Intermediary LLC, Southcross Holdings Guarantor LP, Southcross Holdings Guarantor GP LLC, Southcross Holdings Borrower LP, and Southcross Holdings Borrower GP LLC. |