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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 Holdings I LLC (Last) (First) (Middle) C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE (Street) NEW YORK NY 10154 (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) 02/27/2014
	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	02/27/2014		C		17,095,133	A	(1)	17,095,133	I	See Footnotes(2)(3)(7)(8)(9)(10)(11)
Common Units								829,528	I	See Footnotes(4)(6)(7)(8)(9)(10)(11)
Common Units								72,634	I	See Footnotes(5)(6)(7)(8)(9)(10)(11)

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
Series A Convertible Preferred Units	(1)	02/27/2014		C			17,095,133	02/10/2014	(1)	Common Units	17,095,133	(1)	17,095,133	I	See Footnotes(2)(3)(7)(8)(9)(10)(11)

1. Name and Address of Reporting Person* GSO Holdings I LLC (Last) (First) (Middle) C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip)

1. Name and Address of Reporting Person* Blackstone Holdings I L.P. (Last) (First) (Middle) C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip)

1. Name and Address of Reporting Person* Blackstone Holdings I/II GP Inc (Last) (First) (Middle) C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip)

1. Name and Address of Reporting Person* Blackstone Group L.P. (Last) (First) (Middle) 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip)

1. Name and Address of Reporting Person* Blackstone Group Management L.L.C. (Last) (First) (Middle) C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE (Street) NEW YORK NY 10154 (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 10154 (City) (State) (Zip)

Explanation of Responses:

1. The number of Common Units of Crosstex Energy, L.P. ("Common Units") deliverable upon conversion of each Series A Convertible Preferred Unit ("Preferred Unit") of the Issuer is equal to the quotient of (i) the sum of $8.50 and all accrued and accumulated but unpaid distributions on such Preferred Unit, divided by (ii) the conversion price per Preferred Unit of $8.50, subject to certain adjustments. The Preferred Units are convertible at any time after the earlier of (i) the business day following the record date for the distribution on the Preferred Units for the quarter ending December 31, 2013 and (ii) February 10, 2014, and have no expiration date. The Issuer may mandatorily convert the Preferred Units into Common Units after the distribution on the Preferred Units for the quarter ending December 31, 2013, if certain conditions are met.

2. GSO Crosstex Holdings LLC ("GSO Crosstex") directly holds these securities.

3. 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.

4. GSO Special Situations Fund LP directly holds these securities.

5. GSO Special Situations Overseas Master Fund Ltd. directly holds these securities.

6. 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.

7. Blackstone Holdings I L.P. is the sole member of each of GSO Holdings I L.L.C. and GSO Advisor Holdings L.L.C., and in that capacity, directs their operations. 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. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

8. 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, may have shared investment control with respect to securities directly held by GSO Crosstex.

9. Due to the limitations of the electronic filing system, GSO Crosstex, Blackstone / GSO Capital Solutions Fund LP, Blackstone / GSO Capital Solutions Associates LLC, Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover are filing a separate Form 4.

10. 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.

11. Each of the Reporting Persons, other than GSO Crosstex as to its direct holdings of securities, disclaims beneficial ownership of the securities held by GSO Crosstex, GSO Special Situations Fund LP and GSO Special Situations Overseas Master Fund Ltd., 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 as to its 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 of the Securities Exchange Act of 1934 or for any other purpose.

	GSO Holdings I LLC, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	03/03/2014
	Blackstone Holdings I L.P., By: Blackstone Holdings I/II GP Inc., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	03/03/2014
	Blackstone Holdings I/II GP Inc., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	03/03/2014
	The Blackstone Group L.P., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	03/03/2014
	Blackstone Group Management L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	03/03/2014
	Mr. Stephen A. Schwarzman, By: /s/ Stephen A. Schwarzman, Name: Stephen A. Schwarzman	03/03/2014
	** 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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