Sec Form 4 Filing - BX CQP SuperHoldCo Holdings Manager L.L.C. @ Cheniere Energy Partners, L.P. - 2020-09-24

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
BX CQP SuperHoldCo Holdings Manager 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)
09/24/2020
(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 09/24/2020 J( 1 ) 203,240,752 ( 1 ) ( 2 ) D 0 ( 1 ) ( 2 ) I See footnotes ( 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 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 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
Blackstone Energy Management Associates L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone EMA L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Management Associates VI L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BMA VI L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Holdings III L.P.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Holdings III GP L.P.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Holdings III GP Management L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Signatures
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
BLACKSTONE ENERGY MANAGEMENT ASSOCIATES L.L.C., By: Blackstone EMA 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
BLACKSTONE EMA L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 09/28/2020
Signature of Reporting Person Date
BLACKSTONE MANAGEMENT ASSOCIATES VI L.L.C., 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
BMA VI L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 09/28/2020
Signature of Reporting Person Date
BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 09/28/2020
Signature of Reporting Person Date
BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 09/28/2020
Signature of Reporting Person Date
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., 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 )On September 24, 2020, BX CQP SuperHoldCo Holdings Manager L.L.C., BX CQP Common Holdco Holdings Manager L.L.C. and BX Rockies Platform Co Holdings Manager L.L.C. completed the sale (the "Transaction") of all of the limited liability company interests in BX CQP Target Holdco L.L.C. ("BX CQP Target Holdco") to (i) BIP Chinook Holdco L.L.C., a Delaware limited liability company ("Blackstone Infrastructure Partners"), and (ii) BIF IV Cypress Aggregator (Delaware) LLC ("Brookfield Infrastructure") for an aggregate consideration of $6,503,704,064.00, which may be increased to an aggregate amount of $6,960,995,756.00 based on the satisfaction by the Issuer of certain conditions.
( 2 )Following the closing of the Transaction, Blackstone Infrastructure Partners and Brookfield Infrastructure directly own 50.01% and 49.99% of the equity interests in BX CQP Target Holdco, respectively, and may be deemed to share beneficial ownership of all of the Common Units that may be deemed to be beneficially owned by BX CQP Target Holdco. As a result of the Transaction, the Reporting Persons do not have a pecuniary interest in and may no longer be deemed to beneficially own the Common Units held of record by BX Rockies Platform Co LLC ("BX Rockies"), Blackstone CQP Common Holdco L.P. ("Blackstone CQP Common Holdco") and Blackstone CQP Holdco LP ("Blackstone CQP Holdco").
( 3 )Prior to the Transaction, the Reporting Persons were deemed to share beneficial ownership of 2,250,419 Common Units held of record by BX Rockies; 2,011,447 Common Units held of record by Blackstone CQP Common Holdco; and 198,978,886 Common Units held of record by Blackstone CQP Holdco.

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