SCHEDULE 13G
(Rule 13d-102)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)                       Includes 1,863,713 common units representing limited partner interests (“Common Units”) and 12,213,713 subordinated units representing limited partner interests (“Subordinated Units”) in the Issuer held directly by the Reporting Person. The Subordinated Units may be converted into Common Units on a one-for-one basis after expiration of the subordination period (as defined in the Issuer’s First Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), which is incorporated by reference herein), and other circumstances as noted in the Partnership Agreement. As such Subordinated Units were acquired in connection with transactions having the effect of changing or influencing the control of the Issuer, such Subordinated Units are considered converted for purposes of the calculations of the amounts noted under Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.

(2)                       Based upon 12,213,713 Common Units and 12,213,713 Subordinated Units outstanding as of December 10, 2012, as reported in the Issuer’s most recent Form 10-Q filed on December 14, 2012.

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(1)                       Southcross Energy LLC (“Holdings”) owns 1,863,713 common units representing limited partner interests (“Common Units”) and 12,213,713 subordinated units representing limited partner interests (“Subordinated Units”) in the Issuer. Charlesbank Capital Partners, LLC (“Charlesbank”) is the investment advisor to Charlesbank Equity Fund VI, Limited Partnership and its affiliated investment funds (the “Charlesbank Funds”), which together hold an approximate 85.2% membership interest in Holdings and may be deemed to indirectly beneficially own the Common Units and Subordinated Units held by Holdings. See Item 4. The Subordinated Units may be converted into Common Units on a one-for-one basis after expiration of the subordination period (as defined in the Issuer’s First Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), which is incorporated by reference herein), and other circumstances as noted in the Partnership Agreement. As such Subordinated Units were acquired in connection with transactions having the effect of changing or influencing the control of the Issuer, such Subordinated Units are considered converted for purposes of the calculations of the amounts noted under Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.

(2)                       Based upon 12,213,713 Common Units and 12,213,713 Subordinated Units outstanding as of December 10, 2012, as reported in the Issuer’s most recent Form 10-Q filed on December 14, 2012.

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Item 4.                                                         Ownership:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(1)                           Includes 1,863,713 common units representing limited partner interests (“Common Units”) and 12,213,713 subordinated units representing limited partner interests (“Subordinated Units”) in the Issuer held directly by the Reporting Person.

(2)                           The Subordinated Units may be converted into Common Units on a one-for-one basis after expiration of the subordination period (as defined in the Issuer’s First Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), which is incorporated by reference herein), and other circumstances as noted in the Partnership Agreement. As such Subordinated Units were acquired in connection with transactions having the effect of changing or influencing the control of the Issuer, such Subordinated Units are considered converted for purposes of the calculations of the amounts noted under Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.

(3)                           Charlesbank is the general partner of the general partner of Charlesbank Equity Fund VI, Limited Partnership and its affiliated investment funds (collectively, the “Charlesbank Funds”), which together with Charlesbank hold an approximate 85.2% membership interest in Holdings. Accordingly, Charlesbank may be deemed to indirectly beneficially own the Common Units and Subordinated Units held by Holdings. 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.

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(4)                           Based upon 12,213,713 Common Units and 12,213,713 Subordinated Units outstanding as of December 10, 2012, as reported in the Issuer’s most recent Form 10-Q filed on December 14, 2012.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 19, 2013

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JOINT FILING AGREEMENT

In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement.

IN WITNESS WHEREOF, the undersigned hereby executed this Agreement as of February 19, 2013.

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