Cheniere Energy Partners (CQP) Form 4 Cheniere Energy Partners / ELLIS L MCCAIN ownership change

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^*

MCCAIN ELLIS L

(Last) (First) (Middle)

700 MILAM ST.

SUITE 1900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cheniere Energy Partners, L.P. [ CQP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2015

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 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
Units Representing Limited Partner Interests	05/29/2015		M		750	A	(1)	750	D
Units Representing Limited Partner Interests	05/29/2015		D		750	D	$33.19	0	D
Units Representing Limited Partner Interests	05/29/2015		M		750	A	(2)	750	D
Units Representing Limited Partner Interests	05/29/2015		D		750	D	$33.19	0	D
Units Representing Limited Partner Interests	05/29/2015		M		750	A	(3)	750	D
Units Representing Limited Partner Interests	05/29/2015		D		750	D	$33.19	0	D
Units Representing Limited Partner Interests	05/29/2015		M		750	A	(4)	750	D

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
PHANTOM UNITS	(1)	05/29/2015		M			750	05/29/2015	05/29/2015	COMMON UNITS	750	(1)	0	D
PHANTOM UNITS	(2)	05/29/2015		M			750	05/29/2015	05/29/2015	COMMON UNITS	750	(2)	750	D
PHANTOM UNITS	(3)	05/29/2015		M			750	05/29/2015	05/29/2015	COMMON UNITS	750	(3)	1,500	D
PHANTOM UNITS	(4)	05/29/2015		M			750	05/29/2015	05/29/2015	COMMON UNITS	750	(4)	2,250	D
PHANTOM UNITS	(5)	05/29/2015		A		3,000		(6)	(6)	COMMON UNITS	3,000	$0	3,000	D

Explanation of Responses:

1. On 05/29/11, the Reporting Person was granted 3,000 phantom units payable in cash and previously reported on a Form 4. Twenty-five percent of this grant vested on 05/29/15, the fourth anniversary of the grant date. Each phantom unit was the economic equivalent of one common unit of the Issuer.

2. On 05/29/12, the Reporting Person was granted 3,000 phantom units payable in cash and previously reported on a Form 4. Twenty-five percent of this grant vested on 05/29/15, the third anniversary of the grant date. Each phantom unit was the economic equivalent of one common unit of the Issuer.

3. On 05/29/13, the Reporting Person was granted 3,000 phantom units payable in cash and previously reported on a Form 4. Twenty-five percent of this grant vested on 05/29/15, the second anniversary of the grant date. Each phantom unit was the economic equivalent of one common unit of the Issuer.

4. On 05/29/14, the Reporting Person was granted 3,000 phantom units payable in common units and previously reported on a Form 4. Twenty-five percent of this grant vested on 05/29/15, the first anniversary of the grant date. Each phantom unit was the economic equivalent of one common unit of the Issuer.

5. On 05/29/15, the Reporting Person was granted 3,000 phantom units payable one-half in common units and one-half in cash. Each phantom unit is the economic equivalent of one common unit of the Issuer.

6. The phantom units vest twenty-five percent on each of the first, second, third and fourth anniversaries of the grant date.

Remarks:

	/s/ Cara E. Carlson under POA by Ellis L. McCain	06/02/2015
	** 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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