Sec Form 3 Filing - BX CQP Target Holdco L.L.C. @ Cheniere Energy Partners, L.P. - 2020-08-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
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1. Name and Address of Reporting Person
BX CQP Target Holdco L.L.C.
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 INC., 345 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
08/18/2020
(Street)
NEW YORK, NY10154
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 203,240,752 I See footnote ( 1 ) ( 2 ) ( 3 ) ( 4 )
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 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BX CQP Target Holdco L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BX CQP SuperHoldCo Holdings Manager L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BX CQP Common Holdco Holdings Manager L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BX Rockies Platform Co Holdings Manager L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Signatures
BX CQP TARGET HOLDCO L.L.C., By: BX CQP Superholdco Holdings Manager L.L.C., its member, By: Blackstone Management Associates VI L.L.C., its managing member, By: BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Chief Legal Officer 09/28/2020
Signature of Reporting Person Date
BX CQP SUPERHOLDCO HOLDINGS MANAGER L.L.C., By: Blackstone Management Associates VI L.L.C., its managing member, By: BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 09/28/2020
Signature of Reporting Person Date
BX CQP COMMON HOLDCO HOLDINGS MANAGER L.L.C., By: Blackstone Management Associates VI L.L.C., its managing member, By: BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 09/28/2020
Signature of Reporting Person Date
BX ROCKIES PLATFORM CO HOLDINGS MANAGER L.L.C., By: Blackstone Management Associates VI L.L.C., its managing member, By: BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 09/28/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects 2,250,419 Common Units held of record by BX Rockies Platform Co LLC ("BX Rockies") ; 2,011,447 Common Units held of record by Blackstone CQP Common Holdco L.P. ("Blackstone CQP Common Holdco"); and 198,978,886 Common Units held of record by Blackstone CQP Holdco LP ("Blackstone CQP Holdco").
( 2 )Blackstone CQP Common Holdco GP LLC is the general partner of Blackstone Common Holdco. BX CQP Common Holdco Parent L.P. is the sole member of Blackstone CQP Common Holdco GP LLC. BX CQP Common Holdco Parent GP LLC is the general partner of BX CQP Common Holdco Parent L.P. Blackstone CQP Holdco II GP LLC is the general partner of Blackstone CQP Holdco. 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 Blackstone CQP FinanceCo LP. BX CQP Target Holdco L.L.C. is the sole member of each of BX Rockies, BX CQP Common Holdco Parent GP LLC and Blackstone CQP Holdco GP LLC.
( 3 )Each of BX Rockies Platform Co Holdings Manager L.L.C., BX CQP Common Holdco Holdings Manager L.L.C. and BX SuperHoldCo Holdings Manager L.L.C. are the members of BX CQP Target Holdco L.L.C. Blackstone Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. are the managing members of each of BX Rockies Platform Co Holdings Manager L.L.C., BX CQP Common Holdco Holdings Manager L.L.C. and BX SuperHoldCo Holdings Manager L.L.C. Blackstone EMA L.L.C. is the sole member of Blackstone Energy Management Associates L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C.
( 4 )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. The Blackstone Group Inc. is the sole member of Blackstone Holdings III GP Management L.L.C. Blackstone Group Management L.L.C. is the controlling shareholder of The Blackstone Group Inc. Stephen A. Schwarzman is the founding member of Blackstone Group Management L.L.C.

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