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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 | (1) | 11/09/2015 | J(1) | 274,478 | (1) | (1) | Common Units (Limited Partnership Interests) | (1) | (1) | 15,958,990 | I | By Southcross Holdings Borrower LP |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
EIG BBTS Holdings, LLC 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON, DC 20006 |
X | |||
EIG Management Company, LLC 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON, DC 20006 |
X | |||
EIG Asset Management Company, LLC 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON, DC 20006 |
X | |||
EIG Global Energy Partners, LLC 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON, DC 20006 |
X | |||
R. Blair Thomas 2010 Irrevocable Trust 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON, DC 20006 |
X | |||
Thomas R. Blair 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON, DC 20006 |
X |
EIG BBTS HOLDINGS, LLC By: EIG Management Company, LLC, its Manager By: /s/ R. Blair Thomas R. Blair Thomas, Chief Executive Officer | 11/13/2015 | |
**Signature of Reporting Person | Date | |
EIG BBTS HOLDINGS, LLC By: EIG Management Company, LLC, its Manager By: /s/ Robert L. Vitale Robert L. Vitale, General Counsel | 11/13/2015 | |
**Signature of Reporting Person | Date | |
EIG MANAGEMENT COMPANY, LLC By: /s/ R. Blair Thomas R. Blair Thomas, Chief Executive Officer | 11/13/2015 | |
**Signature of Reporting Person | Date | |
EIG MANAGEMENT COMPANY, LLC By: /s/ Robert L. Vitale Robert L. Vitale, General Counsel | 11/13/2015 | |
**Signature of Reporting Person | Date | |
EIG ASSET MANAGEMENT, LLC By: /s/ R. Blair Thomas R. Blair Thomas, Chief Executive Officer | 11/13/2015 | |
**Signature of Reporting Person | Date | |
EIG ASSET MANAGEMENT, LLC By: /s/ Robert L. Vitale Robert L. Vitale, General Counsel | 11/13/2015 | |
**Signature of Reporting Person | Date | |
EIG GLOBAL ENERGY PARTNERS, LLC By: /s/ R. Blair Thomas R. Blair Thomas, Chief Executive Officer | 11/13/2015 | |
**Signature of Reporting Person | Date | |
EIG GLOBAL ENERGY PARTNERS, LLC By: /s/ Robert L. Vitale Robert L. Vitale, General Counsel | 11/13/2015 | |
**Signature of Reporting Person | Date | |
THE R. BLAIR THOMAS 2010 IRREVOCABLE TRUST By: /s/ R. Blair Thomas R. Blair Thomas, Trustee | 11/13/2015 | |
**Signature of Reporting Person | Date | |
R. BLAIR THOMAS By: /s/ R. Blair Thomas | 11/13/2015 | |
**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) | The Class B Convertible Units were acquired 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: This statement is being filed by each of EIG BBTS Holdings, LLC ("EIG BB"), EIG Management Company, LLC ("EIG Management"), EIG Asset Management, LLC ("EIG Asset"), EIG Global Energy Partners, LLC ("EIG Global"), The R. Blair Thomas 2010 Irrevocable Trust ("RBT Trust") and R. Blair Thomas. We refer to EIG BB, EIG Management, EIG Asset, EIG Global, RBT Trust and Mr. Thomas, collectively, as the "Reporting Persons." Mr. Thomas is the sole trustee of RBT Trust, which is a member of EIG Global, which owns a majority of (and is manager of) EIG Asset, which is the sole member of EIG Management, which is the manager of EIG BB. EIG BB owns 35.5% of the limited partner interest in Southcross Holdings LP ("Holdings") and 36.1% of Southcross Holdings GP LLC ("Holdings GP"). Holdings GP is the general partner of Holdings, which 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 Borrower, which directly owns all of the Common Units reported herein. As a result of the relationship of the Reporting Persons to Borrower, the Reporting Persons may be deemed to indirectly beneficially own the securities reported herein held by Borrower. Each Reporting Person disclaims beneficial ownership of the securities reported herein (except to the extent of such Reporting Person's indirect pecuniary interest in such securities), and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |