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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
TW Southcross Aggregator LP
  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)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
300 CRESCENT COURT, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
05/09/2016
(Street)

DALLAS, TX 75201
4. If Amendment, Date Original Filed(Month/Day/Year)
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 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 Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Convertible Units (1) 05/09/2016   J(1)   563,494 (2)     (1)   (1) Common Units (Limited Partnership Interests) (1) (1) 16,522,484 (2) I By Southcross Holdings Borrower LP

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TW Southcross Aggregator LP
300 CRESCENT COURT, SUITE 200
DALLAS, TX 75201
    X    
TW/LM GP Sub, LLC
300 CRESCENT COURT, SUITE 200
DALLAS, TX 75201
    X    
TAILWATER ENERGY FUND I, LP
300 CRESCENT COURT, SUITE 200
DALLAS, TX 75201
    X    
TW GP EF-1, LP
300 CRESCENT COURT, SUITE 200
DALLAS, TX 75201
    X    
TW GP EF-1 GP, LLC
300 CRESCENT COURT, SUITE 200
DALLAS, TX 75201
    X    
TW GP Holdings, LLC
300 CRESCENT COURT, SUITE 200
DALLAS, TX 75201
    X    
Tailwater Holdings, LP
300 CRESCENT COURT, SUITE 200
DALLAS, TX 75201
    X    
Tailwater Capital LLC
300 CRESCENT COURT, SUITE 200
DALLAS, TX 75201
    X    
Downie Jason H
300 CRESCENT COURT, SUITE 200
DALLAS, TX 75201
    X    
Herring Edward
300 CRESCENT COURT, SUITE 200
DALLAS, TX 75201
    X    

Signatures

 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   05/11/2016
**Signature of Reporting Person Date

 TW/LM GP Sub. LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance   05/11/2016
**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   05/11/2016
**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   05/11/2016
**Signature of Reporting Person Date

 TW GP EF-I GP, LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance   05/11/2016
**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   05/11/2016
**Signature of Reporting Person Date

 TW GP HOLDINGS, LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President   05/11/2016
**Signature of Reporting Person Date

 TAILWATER LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance   05/11/2016
**Signature of Reporting Person Date

 /s/ Jason H. Downie   05/11/2016
**Signature of Reporting Person Date

 /s/ Edward Herring   05/11/2016
**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 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).
(2) On May 9, 2016, the Issuer issued to Borrower a total of 563,494 Class B Convertible Units consisting of the 279,303 Class B Convertible Units that were to have been issued on February 14, 2016 (and which supersede the previously reported Unpaid Class B PIK Rights) and an additional 284,191 Class B Convertible Units as a payment-in-kind distribution on outstanding Class B Convertible Units (including the Unpaid Class B PIK Rights) pursuant to the Partnership Agreement.

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