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SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* WILLIAMSON BRUCE A (Last) (First) (Middle) C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 (Street) DALLAS TX 75201 (City) (State) (Zip)	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 10% Owner X Officer (give title below) Other (specify below) See Remarks
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2017
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Units	(1)	01/10/2017		A	8,500		(1)(2)(3)	(1)(2)(3)	Common Units	8,500	$2(4)	157,978(5)	D

Explanation of Responses:

1. The 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.

2. In 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").

3. Mr. 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.

4. The 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.

5. The 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.

	/s/ Bruce A. Williamson	01/23/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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