Statement of Changes in Beneficial Ownership (4)

Date : 12/28/2017 @ 6:22PM
Source : Edgar (US Regulatory)
Stock : Cheniere Energy Partners, LP Cheniere Energy Partners, LP Common Units (CQP)
Quote : 36.32  -0.42 (-1.14%) @ 12:06AM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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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
                      

1. Name and Address of Reporting Person *

GSO Holdings I LLC
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)
(Last)          (First)          (Middle)

C/O THE BLACKSTONE GROUP L.P., 345 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

12/26/2017
(Street)

NEW YORK, NY 10154
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/26/2017     P    25466   A $28.6138   (1) 1242858   I   See footnotes   (2) (7) (9) (11) (12)
Common Units   12/27/2017     P    308766   A $29.0929   (1) 1551624   I   See footnotes   (2) (7) (9) (11) (12)
Common Units                  198978886   I   See footnotes   (3) (7) (9) (11) (12)
Common Units                  953855   I   See footnotes   (4) (8) (9) (10) (11) (12)
Common Units                  953855   I   See footnotes   (5) (8) (9) (10) (11) (12)
Common Units                  462922   I   See footnotes   (6) (8) (9) (10) (11) (12)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
(1)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on December 26, 2017 and December 27, 2017 at prices ranging from $28.455 to $28.82 and $28.74 to $29.29, respectively. The reporting person undertakes 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 shares sold at each separate price within the ranges set forth in this footnote.
(2)  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. Blackstone Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. are the managing members of Blackstone CQP Common Holdco GP LLC. Blackstone EMA L.L.C. is the sole member of Blackstone Energy Management Associates L.L.C.
(3)  Reflects securities held directly by Blackstone CQP Holdco LP. Blackstone CQP Holdco II GP LLC is the general partner of Blackstone CQP Holdco LP. 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 Blacksone CQP FinanceCo LP. Blackstone Management Associates VI L.L.C. is the sole member of Blackstone CQP Holdco GP LLC.
(4)  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.
(5)  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.
(6)  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.
(7)  BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. Blackstone Holdings III L.P. is the managing member of both BMA VI L.L.C. and Blackstone EMA 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)  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 Inc. is the general partner of Blackstone Holdings II L.P.
(9)  The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. and the sole member of Blackstone Holdings III GP Management L.L.C. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Stephen A. Schwarzman is the founding member of Blackstone Group Management L.L.C.
(10)  Each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the securities held by GSO Credit-A Partners LP., GSO Palmetto Opportunistic Investment Partners LP., and GSO Credit Alpha Fund AIV-2 LP.
(11)  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.
(12)  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.

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

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GSO Holdings I LLC
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY 10154

X

GSO Credit-A Associates LLC
C/O GSO CAPITAL PARTNERS LP
345 PARK AVENUE
NEW YORK, NY 10154

X

GSO Palmetto Opportunistic Associates LLC
C/O GSO CAPITAL PARTNERS LP
345 PARK AVENUE
NEW YORK, NY 10154

X

GSO Palmetto Opportunistic Investment Partners LP
C/O GSO CAPITAL PARTNERS LP
345 PARK AVENUE
NEW YORK, NY 10154

X

GSO Credit-A Partners LP
C/O GSO CAPITAL PARTNERS LP
345 PARK AVENUE
NEW YORK, NY 10154

X

GSO Credit Alpha Associates LLC
C/O GSO CAPITAL PARTNERS LP
345 PARK AVENUE
NEW YORK, NY 10154

X

GSO Credit Alpha Fund AIV-2 LP
C/O GSO CAPITAL PARTNERS LP
345 PARK AVENUE
NEW YORK, NY 10154

X


Signatures
GSO HOLDINGS I L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 12/28/2017
** Signature of Reporting Person Date

GSO CREDIT-A ASSOCIATES LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/28/2017
** Signature of Reporting Person Date

GSO PALMETTO OPPORTUNISTIC ASSOCIATES LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/28/2017
** Signature of Reporting Person Date

GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP, By: GSO Palmetto Opportunistic Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/28/2017
** Signature of Reporting Person Date

GSO CREDIT-A PARTNERS LP, By: GSO Credit-A Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/28/2017
** Signature of Reporting Person Date

GSO CREDIT ALPHA ASSOCIATES LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/28/2017
** Signature of Reporting Person Date

GSO CREDIT ALPHA FUND AIV-2 LP, By: GSO Credit Alpha Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/28/2017
** 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 control number.

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