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 *
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., 1700 PACIFIC AVENUE, SUITE 2900
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2015
(Street)

DALLAS, TX 75201
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 (Limited Partnership Interests) 05/07/2015   J   4,500,000 A (1) 6,616,400 I By Southcross Holdings Borrower LP (1) (2)

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Southcross Holdings LP
C/O SOUTHCROSS ENERGY PARTNERS, L.P.
1700 PACIFIC AVENUE, SUITE 2900
DALLAS, TX 75201
  X   X   See Remarks
Southcross Holdings GP, LLC
C/O SOUTHCROSS ENERGY PARTNERS, L.P.
1700 PACIFIC AVE., SUITE 2900
DALLAS, TX 75201
  X   X   See Remarks
Southcross Holdings Guarantor LP
C/O SOUTHCROSS ENERGY PARTNERS, L.P.
1700 PACIFIC AVE., SUITE 2900
DALLAS, TX 75201
    X   See Remarks
Southcross Holdings Guarantor GP LLC
C/O SOUTHCROSS ENERGY PARTNERS, L.P.
1700 PACIFIC AVE., SUITE 2900
DALLAS, TX 75201
    X   See Remarks
Southcross Holdings Borrower LP
C/O SOUTHCROSS ENERGY PARTNERS, L.P.
1700 PACIFIC AVE., SUITE 2900
DALLAS, TX 75201
    X   See Remarks
Southcross Holdings Borrower GP LLC
C/O SOUTHCROSS ENERGY PARTNERS, L.P.
1700 PACIFIC AVE., SUITE 2900
DALLAS, TX 75201
    X   See Remarks

Signatures

 /s/ John E. Bonn, Chief Executive Officer of the General Partner of Southcross Holdings LP   05/11/2015
**Signature of Reporting Person Date

 /s/ John E. Bonn, Chief Executive Officer of Southcross Holdings GP LLC   05/11/2015
**Signature of Reporting Person Date

 /s/ John E. Bonn, Chief Executive Officer of the General Partner of Southcross Holdings Guarantor LP   05/11/2015
**Signature of Reporting Person Date

 /s/ John E. Bonn, Chief Executive Officer of Southcross Holdings Guarantor GP LLC   05/11/2015
**Signature of Reporting Person Date

 /s/ John E. Bonn, Chief Executive Officer of the General Partner of Southcross Holdings Borrower LP   05/11/2015
**Signature of Reporting Person Date

 /s/ John E. Bonn, Chief Executive Officer of Southcross Holdings Borrower GP LLC   05/11/2015
**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) As partial consideration for certain assets assigned by Southcross Holdings LP ("Holdings") and certain of its subsidiaries to the Issuer, the Issuer issued 4,500,000 Common Units to Southcross Holdings Borrower LP ("Borrower").
(2) 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 100% by Holdings, and its non-economic general partner interest is held by Southcross Holdings Guarantor GP LLC ("Guarantor GP"), 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, 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 Guarantor LP, Southcross Holdings Guarantor GP LLC, Southcross Holdings Borrower LP, and Southcross Holdings Borrower GP LLC.

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