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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

2/14/2017
(Street)

DALLAS, TX 75201
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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) 2/14/2017     J   (1)    299375         (1)   (1) Common Units (Limited Partnership Interests)     (1)   (1) 17405250   I   By Southcross Holdings Borrower LP  

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

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TW Southcross Aggregator LP
2021 MCKINNEY AVE.
SUITE 1250
DALLAS, TX 75201

X

TW/LM GP Sub, LLC
2021 MCKINNEY AVE.
SUITE 1250
DALLAS, TX 75201

X

TAILWATER ENERGY FUND I, LP
2021 MCKINNEY AVE.
SUITE 1250
DALLAS, TX 75201

X

TW GP EF-1, LP
2021 MCKINNEY AVE.
SUITE 1250
DALLAS, TX 75201

X

TW GP EF-1 GP, LLC
2021 MCKINNEY AVE.
SUITE 1250
DALLAS, TX 75201

X

TW GP Holdings, LLC
2021 MCKINNEY AVE.
SUITE 1250
DALLAS, TX 75201

X

Tailwater Capital LLC
2021 MCKINNEY AVE.
SUITE 1250
DALLAS, TX 75201

X

Herring Edward
2021 MCKINNEY AVE.
SUITE 1250
DALLAS, TX 75201

X

Downie Jason H
2021 MCKINNEY AVE.
SUITE 1250
DALLAS, TX 75201

X

Tailwater Holdings, LP
2021 MCKINNEY AVE.
SUITE 1250
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 2/14/2017
** Signature of Reporting Person Date

TW/LM GP Sub. LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance 2/14/2017
** 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 2/14/2017
** 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 2/14/2017
** Signature of Reporting Person Date

TW GP EF-I GP, LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance 2/14/2017
** 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 2/14/2017
** Signature of Reporting Person Date

TW GP HOLDINGS, LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President 2/14/2017
** Signature of Reporting Person Date

TAILWATER LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance 2/14/2017
** Signature of Reporting Person Date

/s/ Jason H. Downie 2/14/2017
** Signature of Reporting Person Date

/s/ Edward Herring 2/14/2017
** Signature of Reporting Person Date


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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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