SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GSO Crosstex Holdings LLC

(Last) (First) (Middle)
C/O GSO CAPITAL PARTNERS LP
280 PARK AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CROSSTEX ENERGY LP [ XTEX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Units 11/17/2010 P 7,298 A $13.8016 803,598 I See Footnotes(1)(3)(4)(5)(6)(7)(8)
Common Units 11/17/2010 P 5,202 A $13.8016 5,202 I See Footnotes(2)(3)(4)(5)(6)(7)(8)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
GSO Crosstex Holdings LLC

(Last) (First) (Middle)
C/O GSO CAPITAL PARTNERS LP
280 PARK AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GSO Special Situations Fund LP

(Last) (First) (Middle)
C/O GSO CAPITAL PARTNERS LP
280 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GSO CAPITAL PARTNERS LP

(Last) (First) (Middle)
C/O GSO CAPITAL PARTNERS LP
280 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GSO Advisor Holdings L.L.C.

(Last) (First) (Middle)
C/O GSO CAPITAL PARTNERS LP
280 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Group Management L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP
345 PARK AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHWARZMAN STEPHEN A

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. GSO Special Situations Fund LP directly holds these Common Units of Crosstex Energy, L.P. ("Common Units"). The correct total number of Common Units reported as held by GSO Special Situations Fund LP in the Form 4 filed with the Securities and Exchange Commission on June 11, 2010 should have been 796,300.
2. GSO Special Situations Overseas Master Fund Ltd., which has separately filed a Form 3 with the Securities and Exchange Commission, directly holds these Common Units.
3. GSO Crosstex Holdings LLC ("GSO Crosstex") holds 14,705,882 Series A Convertible Preferred Units ("Preferred Units") of Crosstex Energy, L.P. convertible on a one-for one basis into Common Units. Blackstone / GSO Capital Solutions Fund LP is the holder of a majority of the membership interests of GSO Crosstex. Blackstone / GSO Capital Solutions Associates LLC is the general partner of Blackstone / GSO Capital Solutions Fund LP. GSO Holdings I LLC is the managing member of Blackstone / GSO Capital Solutions Associates LLC. Blackstone Holdings I L.P. is the sole member of GSO Holdings I LLC. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Stephen A. Schwarzman is the founding member of Blackstone Group Management L.L.C. (Continued in footnote 4).
4. GSO Capital Partners LP is the investment manager of each of GSO Special Situations Fund LP and GSO Special Situations Overseas Master Fund Ltd. GSO Advisor Holdings L.L.C. is the general partner of GSO Capital Partners LP. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C.
5. In addition, each of Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover, each of whom serves as an executive of GSO Holdings I LLC, which is an affiliate of Blackstone / GSO Capital Solutions Associates LLC, may have shared investment control with respect to the Preferred Units held by GSO Crosstex.
6. Due to the limitations of the electronic filing system, Blackstone / GSO Capital Solutions Fund LP, Blackstone / GSO Capital Solutions Associates LLC, GSO Holdings I LLC, Blackstone Holdings I L.P., Blackstone Holdings I/II GP Inc., The Blackstone Group L.P., Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover are filing a separate Form 4.
7. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
8. Each of the Reporting Persons, other than GSO Crosstex and GSO Special Situations Fund LP as to their direct holdings of securities, disclaims beneficial ownership of the securities held by GSO Crosstex and GSO Special Situations Fund LP, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons, other than GSO Crosstex and GSO Special Situations Fund LP as to their direct holdings of securities, states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Remarks:
Exhibit 99.1 - Joint Filer Information
/s/ Marisa Beeney, Authorized Person 11/19/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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