Cheniere Energy Partners Form 4 / Holdings Manager L.L.C. BIP 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^*

CQP ROCKIES PLATFORM LLC

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	09/28/2021		L⁽¹⁾		2	A	$40.9	2	I	See Footnotes⁽²⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Units	09/28/2021		J⁽¹⁾		2	D	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Units	09/28/2021		J⁽¹⁾		1	A	⁽¹⁾	161,236	I	See Footnotes⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Units	09/28/2021		J⁽¹⁾		1	A	⁽¹⁾	56,402	I	See Footnotes⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Units	09/30/2021		P⁽¹⁾		35,044	A	$40.93⁽¹²⁾	35,044	I	See Footnotes⁽²⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Units	09/30/2021		J⁽¹⁾		35,044	D	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Units	09/30/2021		J⁽¹⁾		25,962	A	⁽¹⁾	187,198	I	See Footnotes⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Units	09/30/2021		J⁽¹⁾		9,082	A	⁽¹⁾	65,484	I	See Footnotes⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Units	10/01/2021		P⁽¹⁾		9,473	A	$40.957⁽¹³⁾	9,473	I	See Footnotes⁽²⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Units	10/01/2021		J⁽¹⁾		9,473	D	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Units	10/01/2021		J⁽¹⁾		7,018	A	⁽¹⁾	194,216	I	See Footnotes⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Units	10/01/2021		J⁽¹⁾		2,455	A	⁽¹⁾	67,939	I	See Footnotes⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Units								190,070,316	I	See Footnotes⁽³⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Common Units								13,170,436	I	See Footnotes⁽⁵⁾⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

CQP ROCKIES PLATFORM LLC

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIP Chinook Holdco L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIP-V Chinook Holdco II L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIP Holdings Manager L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Infrastructure Associates L.P.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIA GP L.P.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIA GP L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects purchases made by CQP Rockies Platform LLC, which are to be transferred upon settlement to BIP Chinook Holdco L.L.C. ("Blackstone Infrastructure Partners) and BIP-V Chinook Holdco II L.L.C., to repay loans being advanced to CQP Rockies Platform LLC in connection with the purchase of the common units reported herein.

2. Reflects securities held directly by CQP Rockies Platform LLC. CQP Target Holdco L.L.C. is the sole member of CQP Rockies Platform LLC.

3. Reflects securities held directly by CQP Holdco LP. CQP Holdco II GP LLC is the general partner of CQP Holdco LP. CQP FinanceCo LP is the sole member of CQP Holdco II GP LLC. CQP Holdco GP LLC is the general partner of CQP FinanceCo LP. CQP Target Holdco L.L.C. is the sole member of CQP Holdco GP LLC.

4. Reflects securities directly held by Blackstone Infrastructure Partners.

5. Reflects securities directly held by BIP-V Chinook Holdco L.L.C.

6. Reflects securities directly held by BIP-V Chinook Holdco II L.L.C.

7. Blackstone Infrastructure Partners is a member of CQP Target Holdco L.L.C. BIP Holdings Manager L.L.C. is the managing member of each of Blackstone Infrastructure Partners, BIP-V Chinook Holdco L.L.C. and BIP-V Chinook Holdco II L.L.C. Blackstone Infrastructure Associates L.P. is the managing member of BIP Holdings Manager L.L.C. BIA GP L.P. is the general partner of Blackstone Infrastructure Associates L.P. BIA GP L.L.C. is the general partner of BIA GP L.P. Blackstone Holdings III L.P. is the sole member of BIA GP L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.

8. Blackstone Inc. is the sole member of Blackstone Holdings III GP Management L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of Blackstone Inc. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

9. 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.

10. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, 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 to the extent it directly holds securities reported herein) 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.

11. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

12. The price reported in Column 4 is a weighted average price. These units were purchased in multiple transactions at prices ranging from $40.58 to $41.00. The Reporting Persons undertake to provide Cheniere Energy Partners, L.P. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of units purchased at each separate price within the ranges set forth in this footnote.

13. The price reported in Column 4 is a weighted average price. These units were purchased in multiple transactions at prices ranging from $40.76 to $41.00. The Reporting Persons undertake to provide Cheniere Energy Partners, L.P. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of units purchased at each separate price within the ranges set forth in this footnote.

Remarks:

	CQP ROCKIES PLATFORM LLC By: CQP Target Holdco LLC, SM, By: BIA GP LLC, its indirect MM, By: Blackstone Holdings III LP, SM By: Blackstone Holdings III GP LP, its GP By: Blackstone Holdings III GP Management LLC, its GP By: /s/ Tabea Hsi, SMD	10/04/2021
	BIP CHINOOK HOLDCO L.L.C. By:BIP Holdings Manager LLC By:Blackstone Infrastructure Associates LP By: BIA GP LP By: BIA GP LLC By:Blackstone Holdings III LP By:Blackstone Holdings III GP LP By:Blackstone Holdings III GP Management LLC By: /s/Tabea Hsi, SMD	10/04/2021
	BIP-V CHINOOK HOLDCO II L.L.C. By: BIP Holdings Manager LLC, MM By: BIA GP LLC, its indirect MM By: Blackstone Holdings III LP, its SM By: Blackstone Holdings III GP LP, its GP By: Blackstone Holdings III GP Management LLC, its GP By: /s/ Tabea Hsi, SMD	10/04/2021
	BIP HOLDINGS MANAGER LLC, By: Blackstone Infrastructure Associates LP, MM By: BIA GP LP, GP By: BIA GP LLC, GP By: Blackstone Holdings III LP, SM By: Blackstone Holdings III GP LP, GP By: Blackstone Holdings III GP Management LLC SM By: /s/ Tabea Hsi, SMD	10/04/2021
	BLACKSTONE INFRASTRUCTURE ASSOCIATES L.P., By: BIA GP L.P., its GP By: BIA GP L.L.C., its GP By: Blackstone Holdings III LP, its SM By: Blackstone Holdings III GP LP, its GP By: Blackstone Holdings III GP Management LLC, its SM By: /s/ Tabea Hsi, SMD	10/04/2021
	BIA GP L.P., By: BIA GP L.L.C., its GP, By: Blackstone Holdings III L.P., its SM, By: Blackstone Holdings III GP L.P., its GP, By: Blackstone Holdings III GP Management L.L.C., its SM, By: /s/ Tabea Hsi, Name: Tabea Hsi, Senior Managing Director	10/04/2021
	BIA GP L.L.C., By: Blackstone Holdings III L.P., its sole member, By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Senior Managing Director	10/04/2021
	** Signature of Reporting Person	Date
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Cheniere Energy Partners (CQP) Form 4Cheniere Energy Partners / Holdings Manager L.L.C. BIP ownership change