| 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/07/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
| Common Units | 06/07/2021 | P | 20,324.08(3)(4) | A | (3) | 203,240,752(5)(6) | I | See footnotes(1)(2)(3)(4)(5)(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 3 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) BIF IV Cypress Aggregator (Delaware) LLC; (ii) Brookfield Infrastructure Fund III GP LLC; (iii) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; (iv) Brookfield Asset Management Inc. ("Brookfield"); and (v) BAM Partners Trust. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act"). |
| 2. Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. |
| 3. On June 7, 2021, BIF IV Cypress Aggregator (Delaware) LLC agreed to acquire (the "Transaction") 0.01% of the economic interest of CQP Target Holdco L.L.C. from BIP Chinook Holdco L.L.C. for an aggregate consideration of $265,229.18. |
| 4. The 20,324.08 Common Units reported herein reflects the indirect pecuniary interest in Common Units which may be deemed to have been acquired by BIF IV Cypress Aggregator (Delaware) LLC in the Transaction. |
| 5. Reflects securities held directly by Blackstone CQP Common Holdco L.P., CQP Holdco LP, BX Rockies Platform Co LLC (collectively, the "Holding Funds"), and BIP-V Chinook Holdco L.L.C ("BIP-V"). |
| 6. CQP Target Holdco L.L.C. is the indirect equityholder of all of the equity interests in the Holding Funds and, by virtue of its relationship with BIP-V, may be deemed to share beneficial ownership over the securities held directly by BIP-V. BIF IV Cypress Aggregator (Delaware) LLC is a member of CQP Target Holdco L.L.C. Brookfield Infrastructure Fund IV GP LLC serves as the indirect general partner of BIF IV Cypress Aggregator (Delaware) LLC. Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. serves as the investment adviser to Brookfield Infrastructure Fund IV GP LLC. Brookfield is the ultimate parent of Brookfield Infrastructure Fund III GP LLC and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. BAM Partners Trust is the sole owner of Class B Limited Voting Shares of Brookfield. |
| Remarks: |
| BROOKFIELD ASSET MANAGEMENT INC., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Senior Vice President | 06/09/2021 | |
| BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., By: Brookfield Private Funds Holdings Inc., its general partner, By: /s/ Carl Ching, Name: Carl Ching, Title: Senior Vice President | 06/09/2021 | |
| BAM Partners Trust, By: BAM Class B. Partners Inc., Its: Trustee, By: /s/ Kathy Sarpash, Its: Secretary | 06/09/2021 | |
| BROOKFIELD INFRASTRUCTURE FUND IV GP LLC, By: Brookfield Infrastructure Fund IV Officer GP LLC, its sole member, By: /s/ Fred Day, Name: Fred Day, Title: Senior Vice President | 06/09/2021 | |
| BIF IV CYPRESS AGGREGATOR (DELAWARE) LLC, By: /s/ Fred Day, Name: Fred Day, Title: President | 06/09/2021 | |
| ** 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 Number. | ||