Sec Form 4 Filing - TW Southcross Aggregator LP @ Southcross Energy Partners, L.P. - 2019-02-07

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 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 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) 2021 MCKINNEY AVE., SUITE 1250 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2019 (Street) DALLAS, TX75201 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TW Southcross Aggregator LP 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX75201 X TW/LM GP Sub, LLC 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX75201 X TAILWATER ENERGY FUND I, LP 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX75201 X TW GP EF-1, LP 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX75201 X TW GP EF-1 GP, LLC 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX75201 X TW GP Holdings, LLC 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX75201 X Tailwater Holdings, LP 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX75201 X Tailwater Capital LLC 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX75201 X Downie Jason H 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX75201 X Herring Edward 2021 MCKINNEY AVE. SUITE 1250 DALLAS, TX75201 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 02/08/2019 Signature of Reporting Person Date TW/LM GP Sub. LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance 02/08/2019 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 02/08/2019 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 02/08/2019 Signature of Reporting Person Date TW GP EF-I GP, LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance 02/08/2019 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 02/08/2019 Signature of Reporting Person Date TW GP HOLDINGS, LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President 02/08/2019 Signature of Reporting Person Date TAILWATER CAPITAL LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance 02/08/2019 Signature of Reporting Person Date /s/ Jason H. Downie 02/08/2019 Signature of Reporting Person Date /s/ Edward Herring 02/08/2019 Signature of Reporting Person Date

Explanation of Responses:

( 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).

Remarks: See Exhibit 99.1

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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