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 EIG BlackBrush Holdings, LLC

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)

1700 PENNSYLVANIA AVE. NW, SUITE 800

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)
08/14/2014

(Street)

WASHINGTON,Â DCÂ 20006

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	2,116,400	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

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 ⁽⁵⁾	Â ⁽⁵⁾	Common Units	14,633,000	$ ⁽⁵⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Subordinated Units	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Units	12,213,713	$ ⁽⁶⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
EIG BlackBrush Holdings, LLC 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON,Â DCÂ 20006	Â	Â X	Â	Â
EIG Management Company, LLC 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON,Â DCÂ 20006	Â	Â X	Â	Â
EIG Asset Management Company, LLC 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON,Â DCÂ 20006	Â	Â X	Â	Â
EIG Global Energy Partners, LLC 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON,Â DCÂ 20006	Â	Â X	Â	Â
R. Blair Thomas 2010 Irrevocable Trust 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON,Â DCÂ 20006	Â	Â X	Â	Â
Thomas R. Blair 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON,Â DCÂ 20006	Â	Â X	Â	Â

Signatures

EIG BLACKBRUSH HOLDINGS LLC - By: EIG Management Company, LLC, its Manager - By: /s/ R. Blair Thomas, R. Blair Thomas, Chief Executive Officer		08/14/2014
^**Signature of Reporting Person		Date
EIG BLACKBRUSH HOLDINGS LLC - By: EIG Management Company, LLC, its Manager - By: /s/ Robert L. Vitale, Robert L. Vitale, General Counsel		08/14/2014
^**Signature of Reporting Person		Date
EIG MANAGEMENT COMPANY, LLC - By: /s/ R. Blair Thomas R. Blair Thomas, Chief Executive Officer		08/14/2014
^**Signature of Reporting Person		Date
EIG MANAGEMENT COMPANY, LLC - By: By: /s/ Robert L. Vitale Robert L. Vitale, General Counsel		08/14/2014
^**Signature of Reporting Person		Date
EIG ASSET MANAGEMENT, LLC - By: /s/ R. Blair Thomas, R. Blair Thomas, Chief Executive Officer		08/14/2014
^**Signature of Reporting Person		Date
EIG ASSET MANAGEMENT, LLC - By: /s/ Robert L. Vitale, Robert L. Vitale, General Counsel		08/14/2014
^**Signature of Reporting Person		Date
EIG GLOBAL ENERGY PARTNERS, LLC - By: /s/ R. Blair Thomas, R. Blair Thomas, Chief Executive Officer		08/14/2014
^**Signature of Reporting Person		Date
EIG GLOBAL ENERGY PARTNERS, LLC - By: /s/ Robert L. Vitale, Robert L. Vitale, General Counsel		08/14/2014
^**Signature of Reporting Person		Date
THE R. BLAIR THOMAS 2010 IRREVOCABLE TRUST - By: /s/ R. Blair Thomas, R. Blair Thomas, Trustee		08/14/2014
^**Signature of Reporting Person		Date
/s/ R. Blair Thomas		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)	This statement is being filed by each of EIG BlackBrush Holdings LLC ("EIG BB"), EIG Management Company, LLC ("EIG Management"), EIG Asset Management, LLC ("EIG Asset"), EIG Global Energy Partners, LLC ("EIG Global"), The R. Blair Thomas 2010 Irrevocable Trust ("RBT Trust") and R. Blair Thomas. We refer to EIG BB, EIG Management, EIG Asset, EIG Global, RBT Trust and Mr. Thomas, collectively, as the "Reporting Persons."
(2)	(Continuation of Footnote 1) - Mr. Thomas is the sole trustee of RBT Trust, which is a member of EIG Global, which owns a majority of (and is manager of) EIG Asset, which is the sole member of EIG Management, which is the manager of EIG BB. EIG BB owns 51.14% of the membership interest in BlackBrush TexStar GP LLC, which is the general partner of BlackBrush TexStar LP ("BBTS"). EIG BB owns 51.14% 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").
(3)	(Continuation of Footnote 1) - 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 Persons may be deemed to indirectly beneficially own the securities reported herein held by Borrower.
(4)	(Continuation of Footnote 1) - 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.
(5)	The Class B Convertible Units will be converted into Common Units on a one-for-one basis 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")). The Class B Convertible Units have no expiration date.
(6)	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: ThisÂ amendmentÂ isÂ beingÂ filedÂ forÂ theÂ purposeÂ ofÂ includingÂ EIGÂ AssetÂ Management,Â LLCÂ afterÂ itÂ securedÂ itsÂ EDGARÂ filingÂ code.

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