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 *
BBTS Borrower 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)
18615 TUSCANY STONE, SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2014
(Street)

SAN ANTONIO, TX 75258
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
Common Units 12/05/2014   J(1)(2)(3)   2,116,400 D (1) (2) (3) 0 I (1) (2) (3) See Footnote (1) (2) (3)

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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 (4) 12/05/2014   J(1)(2)(3)     14,633,000   (4)   (4) Common Units 14,633,000 (1) (2) (3) 0 I See Footnotes (1) (2) (3)
Subordinated Units (5) 12/05/2014   J(1)(2)(3)     12,213,713   (5)   (5) Common Units 12,213,713 (1) (2) (3) 0 I See Footnotes (1) (2) (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BBTS Borrower LP
18615 TUSCANY STONE, SUITE 300
SAN ANTONIO, TX 75258
    X    
BBTS Borrower GP LLC
18615 TUSCANY STONE, SUITE 300
SAN ANTONIO, TX 75258
    X    
BBTS Guarantor LP
18615 TUSCANY STONE, SUITE 300
SAN ANTONIO, TX 75258
    X    
BBTS Guarantor GP LLC
18615 TUSCANY STONE, SUITE 300
SAN ANTONIO, TX 75258
    X    
BlackBrush TexStar LP
18615 TUSCANY STONE, SUITE 300
SAN ANTONIO, TX 78258
    X    
BlackBrush TexStar GP LLC
18615 TUSCANY STONE, SUITE 300
SAN ANTONIO, TX 78258
    X    

Signatures

 BBTS BORROWER LP, By: /s/ Brian Blakeman, Attorney-in-fact for BBTS Borrower LP   12/19/2014
**Signature of Reporting Person Date

 BBTS BORROWER GP LLC. By: /s/ Brian Blakeman, Attorney-in-fact for BBTS Borrower GP LLC   12/19/2014
**Signature of Reporting Person Date

 BBTS GUARANTOR LP, By: /s/ Brian Blakeman, Attorney-in-fact for BBTS Guarantor LP   12/19/2014
**Signature of Reporting Person Date

 BBTS GUARANTOR GP LLC, By: /s/ Brian Blakeman, Attorney-in-fact for BBTS Guarantor GP LLC   12/19/2014
**Signature of Reporting Person Date

 BLACKBRUSH TEXSTAR LP, By: /s/ Brian Blakeman, Attorney-in-fact for BlackBrush TexStar LP   12/19/2014
**Signature of Reporting Person Date

 BLACKBRUSH TEXSTAR GP LLC, By: /s/ Brian Blakeman, Attorney-in-fact for BlackBrush TexStar GP LLC   12/19/2014
**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) This statement is being filed by each of BBTS Borrower LP ("Borrower"), BBTS Borrower GP LLC ("Borrower GP"), BBTS Guarantor LP ("Guarantor"), BBTS Guarantor GP LLC ("Guarantor GP"), BlackBrush TexStar LP ("BBTS"), and BlackBrush TexStar GP LLC ("BBTS GP"). We refer to Borrower, Borrower GP, Guarantor, Guarantor GP, BBTS and BBTS GP, collectively, as the "Reporting Persons." BBTS GP is the general partner of BBTS, which is the sole member of Guarantor GP, which is the general partner of Guarantor, which is the sole member of Borrower GP, which is the general partner of Borrower, which prior to December 5, 2014 owned 69.5% of the limited partner interest in Southcross Holdings LP ("Holdings")
(2) (Continuation of Footnote 1) - and 70.4% of Southcross Holdings GP LLC ("Holdings GP"), which is the general partner of Holdings. Holdings 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, which directly owns all of the Common Units, Class B Convertible Units and Subordinated Units reported herein.
(3) (Continuation of Footnote 1) - On December 5, 2014, Borrower distributed its approximately 69.5% interest in Holdings and its approximately 70.4% interest in Holdings GP (together, the "BBTS Interest") to BBTS Guarantor LP ("Guarantor LP"), Guarantor LP distributed the BBTS Interest to BlackBrush TexStar LP ("BlackBrush"), and BlackBrush made a distribution-in-kind (the ""BBTS Distribution") to its limited partners for no consideration pursuant to which it distributed (i) 51.14% of the BBTS Interest to EIG BlackBrush Holdings LLC and (ii) 48.86% of the BBTS Interest to TW BBTS Aggregator LP. Following the BBTS Distribution, no Reporting Person has any beneficial ownership or pecuniary interest in the securities reported herein.
(4) 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.
(5) 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.

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