SEC Form 5 · accession 0001179110-18-001040
Southcross Energy Partners, L.P. · SXE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce A Williamson
Officer — See Remarks · Director
Period of report
Dec 31, 2017
Accepted (ET)
Jan 23, 2018 · 7:29 pm EST
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF4,F5,F1,F2,F3 | — | Jan 10, 2017 | A | 8,500 | A | — | — | Common Units | 8,500 | 157,978 | D |
Explanation of responses
- F1The phantom units were issued to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Arrangement and Non-Employee Director Deferred Compensation Plan (the "Plan") for his retainer and meeting fees for 2016. Under such arrangement, the Reporting Person was eligible to receive cash compensation that the Reporting Person deferred. Each phantom unit is the economic equivalent of one common unit. For phantom units credited to the Reporting Person for cash compensation, the phantom units become payable in cash equal to the fair market value of the phantom units on the Reporting Person's date of termination of service. The cash shall be paid to the Reporting Person within 30 days following his termination of service.
- F2In connection with that certain Agreement and Plan of Merger, dated as of October 31, 2017, by and among Southcross Energy Partners GP, LLC, the Issuer, American Midstream Partners, LP, a Delaware limited partnership ("AMID"), American Midstream GP, LLC, a Delaware limited liability company, and Cherokee Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of AMID ("Merger Sub") (the "Merger Agreement") pursuant to which AMID will acquire control over the Issuer through the merger of the Issuer with and into Merger Sub, the Plan was amended and will be terminated effective as of one (1) business day prior to the Closing (as defined in the Merger Agreement) (the "Termination Effective Date").
- F3Mr. Williamson's account in the Plan shall be liquidated and paid to him in the form of a lump sum cash payment as soon as practicable following the Termination Effective Date, but no later than the Closing Date (as defined in the Merger Agreement). For the purpose of avoiding ambiguity, any portion of Mr. Williamson's account attributable to equity compensation shall be paid in the form of cash regardless that it would otherwise be paid in the form of units under the Plan.
- F4The number of phantom units credited to the Reporting Person for cash compensation equals the amount of cash compensation deferred divided by the fair market value of a common unit on the date immediately prior to payment of the cash compensation. The reported phantom units are reported to the nearest whole number for fractional units distributed.
- F5The total number of phantom units includes the 149,478 phantom units as reported on a Form 5 filed by the Reporting Person for the fiscal year ending December 31, 2016.
Remarks
The Reporting Person is a director of Southcross Energy Partners GP, LLC, the general partner of the Issuer (the "General Partner"). As of January 6, 2017, the Reporting Person is the Chairman, President and Chief Executive Officer of the General Partner. The Issuer is managed by the directors and executive officers of the General Partner.