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(Amendment No. ___)*
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||
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Crosstex Energy, L.P.
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||
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(Name of Issuer)
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||
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Common Units
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||
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(Title of Class of Securities)
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22765U102
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(CUSIP Number)
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November 11, 2010
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||
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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x
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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* 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.
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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).
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CUSIP No. 22765U102
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13G
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Page 2 of 9 Pages
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1.
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NAMES OF REPORTING PERSONS.
SWANK CAPITAL, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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||||
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(a)
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¨
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||||
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(b)
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¨
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||||
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
2,645,156
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
2,645,156
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||||
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8.
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SHARED DISPOSITIVE POWER
0
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||||
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9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,156
|
||||
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10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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|||
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
|
||||
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||||
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OO, HC
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|||||
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CUSIP No. 22765U102
|
13G
|
Page 3 of 9 Pages
|
|
1.
|
NAMES OF REPORTING PERSONS.
SWANK ENERGY INCOME ADVISORS, LP
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
|
(a)
|
¨
|
||||
|
(b)
|
¨
|
||||
|
3.
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SEC USE ONLY
|
||||
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|||
|
6.
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SHARED VOTING POWER
2,645,156
|
||||
|
7.
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SOLE DISPOSITIVE POWER
0
|
||||
|
8.
|
SHARED DISPOSITIVE POWER
2,645,156
|
||||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,156
|
||||
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
|||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
|
||||
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
|
PN, IA
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|||||
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CUSIP No. 22765U102
|
13G
|
Page 4 of 9 Pages
|
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1.
|
NAMES OF REPORTING PERSONS.
JERRY V. SWANK
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
|
(a)
|
¨
|
||||
|
(b)
|
¨
|
||||
|
3.
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SEC USE ONLY
|
||||
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. CITIZEN
|
||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
2,645,156
|
|||
|
6.
|
SHARED VOTING POWER
0
|
||||
|
7.
|
SOLE DISPOSITIVE POWER
2,645,156
|
||||
|
8.
|
SHARED DISPOSITIVE POWER
0
|
||||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,156
|
||||
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
|||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
|
||||
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
|
IN, HC
|
|||||
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CUSIP No. 22765U102
|
13G
|
Page 5 of 9 Pages
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Item 1.
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(a)
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Name of Issuer
|
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Crosstex Energy, L.P. (the "Issuer")
|
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(b)
|
Address of Issuer's Principal Executive Offices:
|
||
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2501 Cedar Springs, Dallas, TX 75201
|
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Item 2
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(a)
|
Name of Person Filing:
|
|
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Swank Capital, LLC ("Swank Capital"), Swank Energy Income Advisors, LP, ("Swank Advisors") and Mr. Jerry V. Swank.
|
|||
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(b)
|
Address of Principal Business Office or, if none, Residence:
|
||
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8117 Preston Road, Suite 440, Dallas TX 75225
|
|||
|
(c)
|
Citizenship:
|
||
|
Swank Capital is a limited liability company organized under the laws of the State of Texas. Swank Advisors is a limited partnership organized under the laws of the State of Texas. Mr. Swank is the principal of Swank Capital and Swank Advisors and is a U.S. citizen.
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(d)
|
Title of Class of Securities:
|
||
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Common Units representing Limited Partner Interests (the "Common Units")
|
|||
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(e)
|
CUSIP Number:
|
||
|
22765U102
|
|||
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c),
check whether the person filing is a:
|
||
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(a)
|
¨
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
|
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(b)
|
¨
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
|
¨
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
|
¨
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Investment company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8)
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(e)
|
x
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
|
x
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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|
|
(h)
|
¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
|
|
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(i)
|
¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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CUSIP No. 22765U102
|
13G
|
Page 6 of 9 Pages
|
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(j)
|
¨
|
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
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(k)
|
¨
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
|
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.
|
|||||
|
|
(a)
|
Amount Beneficially Owned:
|
Swank Capital, Swank Advisors and Mr. Swank may be deemed the beneficial owners of 2,645,156 Common Units.
|
||
|
(b)
|
Percent of Class:
|
Swank Capital, Swank Advisors and Mr. Swank may be deemed the beneficial owners of 5.0% of the outstanding Common Units. This percentage is determined by dividing 2,645,156 by 50,206,111 the number of Common Units issued and outstanding as of October 29, 2010, as reported in the Issuer's Quarterly Report on Form 10-Q filed November 5, 2010.
|
|||
|
(c)
|
Number of shares as to which the person has:
|
||||
|
(i)
|
Sole power to vote or to direct the vote:
|
||||
|
(ii)
|
Shared power to vote or to direct the vote:
|
||||
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
||||
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
||||
|
Swank Advisors has voting and dispositive powers for 2,645,156 Common Units. Swank Capital, as general partner, may direct the voting or disposition of the 2,645,156 Common Units beneficially held by Swank Advisors. As the principal of Swank Capital, Mr. Swank may direct the voting or disposition of the 2,645,156 Common Units beneficially held by Swank Capital and Swank Advisors.
|
|||||
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
||||
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the financial owner of more than five percent of the class of securities, check the following ¨.
|
|||||
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
||||
|
N/A
|
|||||
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
||||
|
CUSIP No. 22765U102
|
13G
|
Page 7 of 9 Pages
|
|
N/A
|
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
N/A
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
N/A
|
|
|
Item 10.
|
Certification.
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in conection with a nomination under § 240.14a-11.
|
|
|
CUSIP No. 22765U102
|
13G
|
Page 8 of 9 Pages
|
|
SWANK CAPITAL, LLC
|
|
|
/s/ Jerry V. Swank
|
|
|
By: Jerry V. Swank
Managing Member
|
|
|
SWANK ENERGY INCOME ADVISORS, LP
|
|
|
By: Swank Capital, LLC, its general partner
|
|
|
/s/ Jerry V. Swank
|
|
|
By: Jerry V. Swank
Managing Member
|
|
|
/s/ Jerry V. Swank
|
|
|
Jerry V. Swank
|
|
|
CUSIP No. 22765U102
|
13G
|
Page 9 of 9 Pages
|
|
Exhibit No.
|
Description
|
|
|
99.1
|
Joint Filing Agreement, dated December 2, 2010, among Swank Capital, Swank Advisors and Mr. Swank.
|