Statement of Changes in Beneficial Ownership (4)
May 27 2014 - 8:54AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Sin Ong Tiong
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2. Issuer Name
and
Ticker or Trading Symbol
Cheniere Energy Partners, L.P.
[
CQP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O RRJ MANAGEMENT (HK) LIMITED, 802-804 MAN YEE BLDG, 68 DES VOEUX ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/22/2014
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(Street)
CENTRAL, K3
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units Representing Limited Partnership Interests
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5/22/2014
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S
(1)
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1445783
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D
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$30.91
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9638554
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I
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See Footnote
(3)
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Common Units Representing Limited Partnership Interests
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5/22/2014
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S
(2)
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963855
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D
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$30.91
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9638554
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I
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See Footnote
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Pursuant to a Share Purchase Agreement dated May 22, 2014, Mr. Ong Tion Sin ("Mr. Ong") sold all of his rights, title, interest and property in the sole issued and outstanding share of Bosland Limited ("Bosland"). Bosland is the beneficial owner of 1,445,783 shares of the Issuer.
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(
2)
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Pursuant to a Share Purchase Agreement dated May 22, 2014, Mr. Ong sold all of his rights, title, interest and property in the sole issued and outstanding share of Pertin Investment Limited ("Pertin"). Pertin is the beneficial owner of 963,855 shares of the Issuer.
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(
3)
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RRJ Capital Master Fund I, L.P. ("RRJ Master") is the sole shareholder of Novolink Investments Limited ("Novolink"). RRJ Capital Ltd ("RRJ Capital") is the general partner of RRJ Master and Mr. Ong is the sole shareholder of RRJ Capital. As a result, RRJ Master, RRJ Capital and Mr. Ong may be deemed to have voting and dispositive power over the common units of the Issuer directly held by Novolink and may be deemed to indirectly beneficially own the 9,638,554 common units. Each of Mr. Ong and RRJ Capital disclaim beneficial ownership of the securities reported on this Form 4 except to the extent of their pecuniary interest therein. The inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 13(d) of the Act or for any other purpose including the purposes of Section 16 of the Act.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Sin Ong Tiong
C/O RRJ MANAGEMENT (HK) LIMITED
802-804 MAN YEE BLDG, 68 DES VOEUX ROAD
CENTRAL, K3
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X
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Novolink Investments Ltd
C/O RRJ MANAGEMENT (HK) LIMITED
802-804 MAN YEE BLDG, 68 DES VOEUX ROAD
CENTRAL, K3
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X
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RRJ Capital Master Fund I, L.P.
C/O RRJ MANAGEMENT (HK) LIMITED
802-804 MAN YEE BLDG, 68 DES VOEUX ROAD
CENTRAL, K3
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X
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RRJ Capital Ltd
C/O RRJ MANAGEMENT (HK) LIMITED
802-804 MAN YEE BLDG, 68 DES VOEUX ROAD
CENTRAL, K3
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X
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Signatures
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Novolink Investments Limited, By: /s/ Ong Tiong Sin, Director
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5/22/2014
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**
Signature of Reporting Person
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Date
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RRJ Capital, general partner of RRJ Master Fund I, L.P., By: /s/ Ong Tiong Sin, Director
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5/22/2014
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**
Signature of Reporting Person
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Date
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RRJ Capital Ltd, By: /s/ Ong Tiong Sin, Director
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5/22/2014
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**
Signature of Reporting Person
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Date
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Ong Tiong Sin, /s/ Ong Tiong Sin
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5/22/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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