Sec Form 4 Filing - Sin Ong Tiong @ Cheniere Energy Partners, L.P. - 2013-03-11

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Sin Ong Tiong
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 RRJ MANAGEMENT (HK) LIMITED 1201-02, 12/F MAN YEE BUILDING, 68 DES VOEUX ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/11/2013
(Street)
CENTRAL, K3
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Representing Limited Partnership Interests 03/11/2013 S 2,409,639 D $ 20.75 ( 1 ) 0 I By Claradon Investments Limited ( 1 )
Common Units Representing Limited Partnership Interests 03/11/2013 S 481,928 D $ 20.75 963,855 I By Pertin Investment Limited ( 2 )
Common Units Representing Limited Partnership Interests 1,445,783 I By Bosland Limited ( 2 )
Common Units Representing Limited Partnership Interests 9,638,554 I By Novolink Investments Limited ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficial ly 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sin Ong Tiong
C/O RRJ MANAGEMENT (HK) LIMITED 1201-02
12/F MAN YEE BUILDING, 68 DES VOEUX ROAD
CENTRAL, K3
X
Pertin Investment Ltd
C/O RRJ MANAGEMENT (HK) LIMITED 1201-02,
12/F MAN YEE BUILDING, 68 DES VOEUX ROAD
CENTRAL, K3
X
Bosland Ltd
C/O RRJ MANAGEMENT (HK) LIMITED 1201-02,
12/F MAN YEE BUILDING, 68 DES VOEUX ROAD
CENTRAL, K3
X
Claradon Investments Ltd
C/O RRJ MANAGEMENT (HK) LIMITED 1201-02,
12/F MAN YEE BUILDING, 68 DES VOEUX ROAD
CENTRAL, K3
X
Novolink Investments Ltd
C/O RRJ MANAGEMENT (HK) LIMITED 1201-02,
12/F MAN YEE BUILDING, 68 DES VOEUX ROAD
CENTRAL, K3
X
RRJ Capital Master Fund I, L.P.
C/O RRJ MANAGEMENT (HK) LIMITED 1201-02,
12/F MAN YEE BUILDING, 68 DES VOEUX ROAD
CENTRAL, K3
X
RRJ Capital Ltd
C/O RRJ MANAGEMENT (HK) LIMITED 1201-02,
12/F MAN YEE BUILDING, 68 DES VOEUX ROAD
CENTRAL, K3
X
Signatures
/s/ Ong Tiong Sin Director, for Pertin Investment Limited 03/11/2013
Signature of Reporting Person Date
/s/ Ong Tiong Sin Director, for Bosland Limited 03/11/2013
Signature of Reporting Person Date
/s/ Ong Tiong Sin Director, for Claradon Investments Limited 03/11/2013
Signature of Reporting Person Date
/s/ Ong Tiong Sin Director, for Novolink Investments Limited 03/11/2013
Signature of Reporting Person Date
/s/ Ong Tiong Sin Director, for RRJ Capital, general partner of RRJ Master Fund I, L.P. 03/11/2013
Signature of Reporting Person Date
/s/ Ong Tiong Sin Director, for RRJ Capital Ltd 03/11/2013
Signature of Reporting Person Date
/s/ Ong Tiong Sin 03/11/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The 2,409,639 common units of Cheniere Energy Partners, L.P. (the "Issuer") were transferred through the sale of Claradon Investments Limited ("Claradon") by the sole stockholder Ong Tiong Sin ("Mr. Ong") for an aggregate purchase price of $50,000,000. The sole asset of Claradon at the time of the sale was the 2,409,639 common units of the Issuer. Mr. Ong may have been deemed to indirectly beneficially own the 2,409,639 common units of the Issuer directly held by Claradon prior to the sale.
( 2 )Mr. Ong is the sole shareholder of Pertin Investment Limited and Bosland Limited and Mr. Ong may be deemed to indirectly beneficially own the 2,409,638 common units of the Issuer directly held by Pertin Investment Limited and Bosland Limited. The inclusion of the securities in this report shall not be deemed an admission of beneficial ownerships 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.
( 3 )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 of the Issuer. Each of Mr. Ong and RRJ Capital disclaim beneficial ownership of the securities reported on this Form 3 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.

Remarks:
Each reporting person disclaims the existence of a "group" for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act") or any other purpose.

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.