Statement of Changes in Beneficial Ownership (4)
August 04 2017 - 7:55PM
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
*
CHENIERE ENERGY INC
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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)
700 MILAM STREET, SUITE 1900
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/2/2017
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(Street)
HOUSTON, TX 77002
(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
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8/2/2017
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C
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92525181
(1)
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A
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(1)
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104488669
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I
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See Footnote
(2)
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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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Class B Units
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(1)
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8/2/2017
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C
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45333334
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(1)
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(1)
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Common Units
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92525181
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(1)
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0
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I
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See Footnote
(2)
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Explanation of Responses:
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(1)
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On August 2, 2017, the 45,333,334 Class B Units representing limited partner interests (the "Class B Units") owned by the reporting persons automatically converted into common units representing limited partner interests ("Common Units") at an accreted conversion ratio of approximately 2.04 Common Units per Class B Unit, which is equal to the Class B Conversion Value of a Class B Unit divided by $15.00.
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(2)
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The Common Units are directly owned by Cheniere Energy Partners LP Holdings, LLC ("CQH") in which Cheniere Energy, Inc. ("CEI") owns an 82.7% interest as of August 2, 2017. CEI disclaims beneficial ownership of the securities owned by CQH reported on this Form 4 except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 or for any other purpose.
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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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CHENIERE ENERGY INC
700 MILAM STREET, SUITE 1900
HOUSTON, TX 77002
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X
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Cheniere Energy Partners LP Holdings, LLC
700 MILAM STREET, SUITE 1900
HOUSTON, TX 77002
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X
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Signatures
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/s/ Sean N. Markowitz, General Counsel and Corporate Secretary for Cheniere Energy, Inc.
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8/4/2017
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**
Signature of Reporting Person
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Date
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/s/ Sean N. Markowitz, General Counsel and Corporate Secretary for Cheniere Energy Partners LP Holdings, LLC
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8/4/2017
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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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