Cheniere Energy (LNG) Form 4 Change in insider ownership

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^*

Cheniere Energy, Inc.

(Last) (First) (Middle)

700 MILAM STREET, 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2020

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

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
Subordinated Units (Limited Partner Interests)	(1)(2)	07/28/2020		J(1)(2)		135,383,831		(1)(2)	(3)	Common Units	135,383,831	(1)(2)	135,383,831	I	See Footnote(4)

1. Name and Address of Reporting Person^*

Cheniere Energy, Inc.

(Last) (First) (Middle)

700 MILAM STREET, SUITE 1900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cheniere Energy Partners LP Holdings, LLC

(Last) (First) (Middle)

700 MILAM STREET, SUITE 1900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. On July 28, 2020, the Issuer announced that the board of directors of Cheniere Energy GP, LLC, the Issuer's general partner (the "Board"), approved the regular quarterly distribution to the holders of the Issuer's common units representing limited partner interests ("Common Units") for the second quarter of 2020 in an amount of $0.645 per Common Unit, payable by the Issuer on August 14, 2020, to Common Unit holders of record as of August 7, 2020. Also on July 28, 2020, the Issuer announced that the Board confirmed that, upon payment of the distribution, the Issuer will have satisfied the financial conditions for the conversion of the subordinated units representing limited partner interests of the Issuer ("Subordinated Units") set forth in the Issuer's Fourth Amended and Restated Agreement of Limited Partnership (the "Agreement"). [continued in footnote 2]

2. [continued from footnote 1] As a result, pursuant to the terms of the Agreement, all of the outstanding Subordinated Units will convert into Common Units on a one-for-one basis on August 17, 2020, the first business day following the distribution, for no additional consideration. Upon the conversion of all of the Subordinated Units to Common Units, the Subordination Period (as defined in the Agreement) will automatically terminate.

3. The Subordinated Units do not have an expiration date.

4. The Subordinated Units are directly held by Cheniere Energy Partners LP Holdings, LLC, a wholly-owned subsidiary of Cheniere Energy, Inc.

Remarks:

	/s/ Sean N. Markowitz, Executive Vice President, Chief Legal Officer and Corporate Secretary of Cheniere Energy, Inc.	07/30/2020
	/s/ Sean N. Markowitz, Corporate Secretary and Manager of Cheniere Energy Partners LP Holdings, LLC	07/30/2020
	** Signature of Reporting Person	Date
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