UNITED STATES
OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
OMB Number:
3235-0101
Washington, D.C. 20549
Expires:
July 31, 2023
 
Estimated average burden
FORM 144
hours per response
1.00
NOTICE OF PROPOSED SALE OF SECURITIES
SEC USE ONLY
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
DOCUMENT SEQUENCE NO.
   
 
CUSIP NUMBER
ATTENTION:  Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
 
   
1(a) NAME OF ISSUER (Please type or print)
(b) IRS IDENT. NO.
(c) S.E.C. FILE NO
WORK LOCATION
 CHENIERE ENERGY, INC.  95-4352386  001-16383  
1 (d) ADDRESS OF ISSUER
 STREET 
CITY
STATE
ZIP CODE
(e) TELEPHONE NO
   700 Milam Street, Suite 1900 
 Houston
 TX
77002
 7133755000
   
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD  
(b) RELATIONSHIP TO ISSUER
(c) ADDRESS STREET 
CITY
STATE
ZIP CODE
 ICAHN CARL C   
Stockholder
 C/O ICAHN ASSOCIATES HOLDINGS LLC 16690 Collins Avenue - PH-1 
Sunny Isles Beach 
FL
33160


INSTRUCTION:  The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
 
3 (a)
(b)
SEC USE ONLY
(c)
(d)
(e)
(f)
(g)
Title of the
 
 
Number of Shares
Aggregate
Number of Shares
Approximate
Name of Each
Class of
Name and Address of Each Broker Through Whom the
Broker-Dealer
or Other Units
Market
or Other Units
Date of Sale
Securities
Securities To Be Sold
Securities are to be Offered or Each Market Maker
File Number
To Be Sold
Value
Outstanding
(See instr. 3(f))
Exchange
 
who is Acquiring the Securities
 
(See instr. 3(c))
(See instr. 3(d))
(See instr. 3(e))
(MO.  DAY  YR.)
(See instr. 3(g))
Common Stock, $0.003
Liquidnet, Inc
620 8th Ave., 20th floor
New York, NY 10018

Wells Fargo Securities, LLC
550 South Tryon St., 6th floor
Charlotte, NC 28202 
 
  400,000
  $23.9 million as of 12/07/2020
  252,274,015 as of 10.30.2020
  12/7/2020
  NYSE
 
INSTRUCTIONS:
 
 
 
 
1.
(a)
Name of issuer
 
3.
(a)
Title of the class of securities to be sold
 
(b)
Issuer’s I.R.S. Identification Number
   
(b)
Name and address of each broker through whom the securities are intended to be sold
 
(c)
Issuer’s S.E.C. file number, if any
   
(c)
Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
 
(d)
Issuer’s address, including zip code
   
(d)
Aggregate market value of the securities to be sold as of a specified date within 10 days prior to filing of this notice
 
(e)
Issuer’s telephone number, including area code
   
(e)
Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
         
(f)
Approximate date on which the securities are to be sold
2.
(a)
Name of person for whose account the securities are to be sold
   
(g)
Name of each securities exchange, if any, on which the securities are intended to be sold
 
(b)
Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
   
 
 
 
(c)
Such person’s address, including zip code
       
 
Potential persons who are to 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.
SEC 1147 (08-07)
 
 
 
TABLE I — SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
 
Title of
the Class
Date you
Acquired
Nature of Acquisition Transaction
Name of Person from Whom Acquired
(If gift, also give date donor acquired)
Amount of
Securities Acquired
Date of
Payment
Nature of Payment
Common Stock, $0.003 par value
various from 06/2015 to 03/2020
open market purchases
open market purchases
32,680,490
various from 06/2015 to 03/2020
cash


INSTRUCTIONS:
 
If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.



TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.


Name and Address of Seller
Title of Securities Sold
Date of Sale
Amount of
Securities Sold
Gross Proceeds
Icahn Capital LP
16690 Collins Avenue - PH-1
Sunny Isles Beach, FL 33160 
Common Stock
11/30/2020 98,357 $5.8 million
Icahn Capital LP
16690 Collins Avenue - PH-1
Sunny Isles Beach, FL 33160 
Common Stock
12/4/2020 1,327,884 $80.1 million

EXPLANATION OF RESPONSES:

REMARKS:

 

 
 
INSTRUCTIONS:
 
ATTENTION:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
 
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.




 
December  07,  2020
    /s/ /s/ Keith Cozza, Chief Operating Officer  
 
DATE OF NOTICE
   
(SIGNATURE)
 
 
     
 
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1
 
The notice shall be signed by the person for whose account the securities are to be sold. At least one
copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.


  ATTENTION:  Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
 
SEC 1147 (02-08)