| 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*
(Street)
| 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)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/30/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/30/2020 | P(1) | 27,258 | A | $33.71(17) | 2,277,677 | I | See Footnotes(2)(8)(13)(14)(15)(16) | ||
| Common Units | 12/30/2020 | P(1) | 46,101 | A | $34.14(18) | 2,323,778 | I | See Footnotes(2)(8)(13)(14)(15)(16) | ||
| Common Units | 12/30/2020 | J(1) | 73,359 | D | (1) | 2,250,419 | I | See Footnotes(2)(8)(13)(14)(15)(16) | ||
| Common Units | 12/30/2020 | J(1) | 54,348 | A | (1) | 54,348 | I | See Footnotes(5)(8)(13)(14)(15)(16) | ||
| Common Units | 12/30/2020 | J(1) | 19,011 | A | (1) | 19,011 | I | See Footnotes(7)(8)(13)(14)(15)(16) | ||
| Common Units | 185,808,450 | I | See Footnotes(3)(8)(13)(14)(15)(16) | |||||||
| Common Units | 2,011,447 | I | See Footnotes(4)(8)(13)(14)(15)(16) | |||||||
| Common Units | 13,170,436 | I | See Footnotes(6)(8)(13)(14)(15)(16) | |||||||
| Common Units | 953,855 | I | See Footnotes(9)(12)(13)(14)(15)(16) | |||||||
| Common Units | 953,855 | I | See Footnotes(10)(12)(13)(14)(15)(16) | |||||||
| Common Units | 462,922 | I | See Footnotes(11)(12)(13)(14)(15)(16) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Reflects purchases made by BX Rockies Platform Co 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 BX Rockies Platform Co LLC in connection with the purchase of the common units reported herein. |
| 2. Reflects securities held directly by BX Rockies Platform Co LLC. BX CQP Target Holdco L.L.C. is the sole member of BX Rockies Platform Co LLC. |
| 3. Reflects securities held directly by Blackstone CQP Holdco L.P. Blackstone CQP Holdco II GP LLC is the general partner of Blackstone CQP Holdco L.P. Blackstone CQP FinanceCo LP is the sole member of Blackstone CQP Holdco II GP LLC. Blackstone CQP Holdco GP LLC is the general partner of Blackstone CQP FinanceCo LP. BX CQP Target Holdco L.L.C. is the sole member of Blackstone CQP Holdco GP LLC. |
| 4. Reflects securities held directly by Blackstone CQP Common Holdco L.P. Blackstone CQP Common Holdco GP LLC is the general partner of Blackstone CQP Common Holdco L.P. BX CQP Common Holdco Parent L.P. is the sole member of Blackstone CQP Common Holdco GP LLC. BX CQP Common Holdco Parent GP LLC is the general partner of BX CQP Common Holdco Parent L.P. BX CQP Target Holdco L.L.C. is the sole member of BX CQP Common Holdco Parent GP LLC. |
| 5. Reflects securities directly held by BIP Chinook Holdco L.L.C. ("Blackstone Infrastructure Partners"). |
| 6. Reflects securities directly held by BIP-V Chinook Holdco L.L.C. |
| 7. Reflects securities directly held by BIP-V Chinook Holdco II L.L.C. |
| 8. Blackstone Infrastructure Partners is a member of BX CQP Target Holdco. 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. |
| 9. Reflects securities held directly by GSO Credit-A Partners LP. GSO Credit-A Associates LLC is the general partner of GSO Credit-A Partners LP. |
| 10. Reflects securities held directly by GSO Palmetto Opportunistic Investment Partners LP. GSO Palmetto Opportunistic Associates LLC is the general partner of GSO Palmetto Opportunistic Investment Partners LP. |
| 11. Reflects securities held directly by GSO Credit Alpha Fund AIV-2 LP. GSO Credit Alpha Associates LLC is the general partner of GSO Credit Alpha Fund AIV-2 LP. |
| 12. GSO Holdings I L.L.C. is the managing member of each of GSO Palmetto Opportunistic Associates LLC, GSO Credit-A Associates LLC and GSO Credit Alpha Associates LLC. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. with respect to securities beneficially owned by GSO Palmetto Opportunistic Associates LLC, GSO Credit-A Associates LLC and GSO Credit Alpha Associates LLC. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. |
| 13. Blackstone Holdings II L.P. is the sole member of BIA GP L.L.C. and also the managing member of GSO Holdings I L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. The Blackstone Group Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Class C common stock of The Blackstone Group Inc. Stephen A. Schwarzman is the founding member of Blackstone Group Management L.L.C. |
| 14. 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. |
| 15. 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. |
| 16. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. |
| 17. The price reported in Column 4 is a weighted average price. These units were purchased in multiple transactions at prices ranging from $32.97 to $33.94. 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. |
| 18. The price reported in Column 4 is a weighted average price. These units were purchased in multiple transactions at prices ranging from $33.97 to $34.35. 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: |
| BX ROCKIES PLATFORM CO LLC, By: BX CQP Target Holdco L.L.C., SM, By: BIP Chinook Holdco LLC, member, By: BIA GP LLC, indirect MM, By: Blackstone Holdings II L.P., its SM, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Hsi, M. Director | 12/31/2020 | |
| BIP CHINOOK HOLDCO L.L.C., By: BIP Holdings Manager L.L.C., By: Blackstone Infrastructure Associates L.P., By: BIA GP L.P., By: BIA GP L.L.C., By: Blackstone Holdings II L.P., By: Blackstone Holdings I/II GP L.L.C., By: /s/ Tabea Hsi, M. Director | 12/31/2020 | |
| BIP HOLDINGS MANAGER L.L.C., By: Blackstone Infrastructure Associates L.P., its MM, By: BIA GP L.P., its GP, By: BIA GP L.L.C., its GP, By: Blackstone Holdings II L.P., its SM, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Hsi, M. Director | 12/31/2020 | |
| BLACKSTONE INFRASTRUCTURE ASSOCIATES L.P., By: BIA GP L.P., its GP, By: BIA GP L.L.C., its GP, By: Blackstone Holdings II L.P., its SM, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Managing Director | 12/31/2020 | |
| BIA GP L.P., By: BIA GP L.L.C., its general partner, By: Blackstone Holdings II L.P., its sole member, By: Blackstone Holdings I/II GP L.L.C., its general partner; By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Managing Director | 12/31/2020 | |
| BIA GP L.L.C., By: Blackstone Holdings II L.P., its sole member, By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Managing Director | 12/31/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
