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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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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 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 |
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 |
* | 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. |