Sec Form 4 Filing - Southcross Holdings LP @ Southcross Energy Partners, L.P. - 2016-12-29

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 Southcross Holdings 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) X __ Director X __ 10% Owner _____ 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. Date of Earliest Transaction (MM/DD/YY) 12/29/2016 (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 Common Units 12/29/2016 J 11,486,486 A $ 1.48 ( 1 ) ( 2 ) ( 3 ) 26,492,074 I By Southcross Holdings Borrower LP ( 4 )

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

Reporting Owners 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, TX75201 X X See Remarks Southcross Holdings GP, LLC C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX75201 X X See Remarks Southcross Holdings Intermediary LLC C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX75201 X See Remarks Southcross Holdings Guarantor LP C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX75201 X See Remarks Southcross Holdings Guarantor GP LLC C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX75201 X See Remarks Southcross Holdings Borrower LP C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX75201 X See Remarks Southcross Holdings Borrower GP LLC C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX75201 X See Remarks Signatures /s/ John E. Bonn, Chief Executive Officer of the General Partner of Southcross Holdings LP 01/03/2017 Signature of Reporting Person Date /s/ John E. Bonn, Chief Executive Officer of Southcross Holdings GP LLC 01/03/2017 Signature of Reporting Person Date /s/ John E. Bonn, Chief Executive Officer of Southcross Holdings Intermediary LLC 01/03/2017 Signature of Reporting Person Date /s/ John E. Bonn, Chief Executive Officer of the General Partner of Southcross Holdings Guarantor LP 01/03/2017 Signature of Reporting Person Date /s/ John E. Bonn, Chief Executive Officer of Southcross Holdings Guarantor GP LLC 01/03/2017 Signature of Reporting Person Date /s/ John E. Bonn, Chief Executive Officer of the General Partner of Southcross Holdings Borrower LP 01/03/2017 Signature of Reporting Person Date /s/ John E. Bonn, Chief Executive Officer of Southcross Holdings Borrower GP LLC 01/03/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 29, 2016, the Issuer, Wells Fargo Bank, N.A., as administrative agent under the Revolving Credit Agreement (as defined below), and certain lenders party thereto entered into that certain Waiver and Fifth Amendment (the "Fifth Amendment") to that certain Third Amended and Restated Revolving Credit Agreement, dated as of August 4, 2014, among the Issuer, as borrower, Wells Fargo Bank, N.A. as administrative agent, UBS Securities LLC and Barclays Bank PLC, as co-syndication agents, and a syndicate of lenders (as amended, the "Revolving Credit Agreement"). ( 2 )In connection with the Fifth Amendment, Southcross Holdings LP ("Holdings") invested $17,000,000 (the "Investment Amount") pursuant to, and on the terms described in, that certain Equity Cure Contribution Agreement, dated as of March 17, 2016 as amended by the First Amendment to Equity Cure Contribution Agreement dated as of December 29, 2016 (as amended, the "Equity Cure Agreement"). ( 3 )Pursuant to the terms of the Equity Cure Agreement, in exchange for the Investment Amount, Southcross Holdings Borrower LP ("Borrower") was entitled to receive a number of Common Units based on the volume weighted daily average price of a Common Unit, as reported on the New York Stock Exchange, for 15 consecutive trading days ending on the second trading day prior to the Contribution Date ("VWAP"), provided that the VWAP was not less than $0.89 per Common Unit and not greater than $1.48 per Common Unit ("VWAP Ceiling"). The VWAP exceeded the VWAP Ceiling, and Borrower received 11,486,486 Common Units from Issuer at $1.48 per Common Unit. ( 4 )The Common Units are owned directly by Borrower, 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 99.98% by Southcross Holdings LP ("Holdings"), and its 0.02% 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 owned 100% 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.

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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