SEC Form 4 · accession 0001179110-16-024292
Southcross Energy Partners, L.P. · SXE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Southcross Holdings LP
Director · 10% Owner
Southcross Holdings Guarantor LP
10% Owner
Southcross Holdings Borrower LP
10% Owner
Southcross Holdings GP, LLC
Director · 10% Owner
Southcross Holdings Guarantor GP LLC
10% Owner
Southcross Holdings Borrower GP LLC
10% Owner
Period of report
May 9, 2016
Accepted (ET)
May 10, 2016 · 7:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001547638
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Convertible UnitsF2,F3,F1,F4 | — | May 9, 2016 | J | 563,494 | A | — | — | Common Units (Limited Partnership Interests) | — | 16,522,484 | I |
Explanation of responses
- F1The 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).
- F2Southcross Holdings Borrower LP ("Borrower") was entitled to receive a payment-in-kind distribution on outstanding Class B Convertible Units pursuant to the Partnership Agreement no later than February 14, 2016 (the "PIK Distribution"), but the Issuer did not timely make such Class B Convertible Unit distribution on the date due. Nevertheless, the Partnership Agreement provides that the Class B Convertible Unitholders were entitled to have the same rights as if the PIK Distribution had been made. Therefore, on February 14, 2016, Borrower received 279,303 unpaid Class B PIK rights. The Issuer subsequently determined to issue the Class B Convertible Units that were to have been issued on February 14, 2016.
- F3On May 9, 2016, the Issuer issued to Borrower a total of 563,494 Class B Convertible Units consisting of the 279,303 Class B Convertible Units that were to have been issued on February 14, 2016 (and which supersede the previously reported unpaid Class B PIK rights) and 284,191 Class B Convertible Units as a payment-in-kind distribution on outstanding Class B Convertible Units (including the previously unpaid 279,303 Class B PIK rights) pursuant to the Partnership Agreement.
- F4The Class B Convertible 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 Southcross Holdings LP ("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.