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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
| 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. | |||
| 1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Southcross Energy LLC C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1700 PACIFIC AVENUE, SUITE 2900 DALLAS, TX 75201 |
 X |  X |  | See Remarks |
| Southcross Energy Partners GP, LLC C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1700 PACIFIC AVENUE, SUITE 2900 DALLAS, TX 75201 |
 |  X |  |  |
| CHARLESBANK CAPITAL PARTNERS LLC 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 X |  X |  | See Remarks |
| Charlesbank Equity Fund VI, Limited Partnership 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
| Charlesbank Equity Coinvestment Fund VI Limited Partnership 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
| CB Offshore Equity Fund VI LP 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
| Charlesbank Equity Fund VI GP, Limited Partnership 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
| CB-Southcross Holdings, Inc. 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
| CHARLESBANK COINVESTMENT PARTNERS LIMITED PARTNERSHIP 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
| /s/ David W. Biegler, Chief Executive Officer, Southcross Energy LLC | 02/25/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ David W. Biegler, President and Chief Executive Officer, Southcross Energy Partners GP, LLC | 02/25/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Tami E. Nason, Authorized Signatory, Charlesbank Capital Partners, LLC | 02/25/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Fund IV, Limited Partnership | 02/25/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Coinvestment Fund VI, Limited Partnership | 02/25/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Tami E. Nason, Authorized Signatory, CB Offshore Equity Fund VI, L.P. | 02/25/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Fund VI GP, Limited Partnership | 02/25/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Tami E. Nason, Authorized Signatory, CB-Southcross Holdings, Inc. | 02/25/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Tami E. Nason, Authorized Signatory, Charlesbank Coinvestment Partners, Limited Partnership | 02/25/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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 Form 3 is filed jointly by Southcross Energy LLC ("Holdings"), Southcross Energy Partners GP, LLC (the "General Partner"), Charlesbank Capital Partners, LLC ("Charlesbank"), Charlesbank Equity Fund VI GP, Limited Partnership ("Equity VI GP"), Charlesbank Coinvestment Partners, Limited Partnership ("Coinvest") and each of Charlesbank Equity Fund VI, Limited Partnership ("Fund VI"), CB Offshore Equity Fund VI, L.P. ("Offshore VI"), Charlesbank Equity Coinvestment Fund VI, Limited Partnership ("Coinvest VI" and together with Fund VI and Offshore VI, the "Charlesbank Funds") and CB-Southcross Holdings, Inc., of which Offshore VI is the sole shareholder ("CB-Southcross") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-180841) (the "Registration Statement"). (Continued in footnote 2) |
| (2) | (Continued from footnote 1) Equity VI GP is the general partner of each of the Charlesbank Funds and may be deemed to indirectly beneficially own the securities of the Issuer held by the Charlesbank Funds but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Charlesbank is the general partner of each of Coinvest and Equity VI GP and therefore may be deemed to indirectly beneficially own the securities of the Issuer held thereby, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Pursuant to an investment and advisory agreement with each of the Charlesbank Funds, Charlesbank has authority to vote securities held by the Charlesbank Funds and to decide which securities to purchase and sell for the Charlesbank Funds. |
| (3) | As of the effectiveness of the Registration Statement, Holdings owns a 98% limited partnership interest, and the General Partner owns a 2% general partnership interest, in the Issuer. The board of directors and executive officers of the General Partner manage the Issuer. Holdings owns all of the membership interests in the General Partner and has the right to elect the entire board of directors of the General Partner. Accordingly, Holdings may be deemed to indirectly beneficially own the securities of the Issuer held by the General Partner but disclaims beneficial ownership except to the extent of its pecuniary interest therein. |
| (4) | Fund VI, CB-Southcross, Coinvest VI and Coinvest collectively hold approximately 88.0% of the equity interest in Holdings. Accordingly, each of the foregoing entities may be deemed to indirectly beneficially own the common units and subordinated units of the Issuer held by Holdings but disclaims beneficial ownership except to the extent of their pecuniary interest therein. |
| (5) | As described in the Registration Statement, in connection with the closing of the initial public offering of the Issuer, Holdings contributes certain assets to the Issuer and receives (i) 1,863,713 common units, representing a 7.5% limited partner interest in Issuer, and (ii) 12,213,713 subordinated units, representing a 49.0% limited partner interest in Issuer, for a combined 56.5% limited partner interest in the Issuer. The Issuer also redeems for nominal consideration the current 98% limited partner interest in the Issuer held by Holdings. The foregoing gives effect to the exercise by the underwriters of their option to purchase additional shares. |
| (6) | In connection with the closing of the initial public offering of the Issuer, the General Partner will own approximately 498,518 general partner units, representing its 2.0% general partner interest in the Issuer. |
|  Remarks: Each of Samuel P. Bartlett, Jon M. Biotti and Kim G. Davis is a Managing Director of Charlesbank, the investment adviser to the Charlesbank Funds and general partner of Coinvest, and serves as a representative of the Charlesbank Funds and Coinvest. | |