Sec Form 3 Filing - BROOKFIELD ASSET MANAGEMENT INC. @ Cheniere Energy Partners, L.P. - 2020-09-24

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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
BROOKFIELD ASSET MANAGEMENT INC.
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)
BROOKFIELD PLACE, 181 BAY STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
09/24/2020
(Street)
TORONTO, A6M5J 2T3
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 footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
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
BROOKFIELD ASSET MANAGEMENT INC.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6M5J 2T3
X
Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6M5J 2T3
X
Partners Ltd
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6M5J 2T3
X
BROOKFIELD INFRASTRUCTURE FUND IV GP LLC
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6M5J 2T3
X
BIF IV CYPRESS AGGREGATOR (DELAWARE) LLC
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6M5J 2T3
X
Signatures
BROOKFIELD ASSET MANAGEMENT INC., By: /s/ Jessica Diab, Name: Jessica Diab, Title: Vice President 10/05/2020
Signature of Reporting Person Date
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., By: Brookfield Private Funds Holdings Inc., its general partner, By: /s/ James Rickert, Name: James Rickert, Title: Managing Director 10/05/2020
Signature of Reporting Person Date
PARTNERS LIMITED, By: /s/ Brian Lawson, Name: Brian Lawson, Title: President 10/05/2020
Signature of Reporting Person Date
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 10/05/2020
Signature of Reporting Person Date
BIF IV CYPRESS AGGREGATOR (DELAWARE) LLC, By: /s/ Fred Day, Name: Fred Day, Title: President 10/05/2020
Signature of Reporting Person Date
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 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) Partners Limited. 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 )Reflects securities held directly by Blackstone CQP Common Holdco L.P., Blackstone CQP Holdco LP, BX Rockies Platform Co LLC (collectively, the "Holding Funds"), and BIP-V Chinook Holdco L.L.C ("BIP-V").
( 4 )BX 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 BX 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.
( 5 )(Continued from Footnote 4) Brookfield is the ultimate parent of Brookfield Infrastructure Fund III GP LLC and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. Partners Limited holds 85,120 Class B limited voting shares of Brookfield, representing 100% of such shares, and 1,343,802 Class A limited voting shares of Brookfield, representing approximately 0.1% of such shares. The Class B limited voting shares of Brookfield entitle Partners Limited to appoint one half of the board of directors of Brookfield. On May 14, 2020, Brookfield announced that the Class B limited voting shares of Brookfield will be transferred from Partners Limited to a trust (the "Trust"). The beneficial interests in the Trust, and the voting interests in its trustee (the "Trustee"), will be held in equal parts by three entities. The Trustee will vote the Class B limited voting shares of Brookfield with no single individual or entity controlling the Trust.
( 6 )(Continued from Footnote 5) Implementation of this arrangement is subject to customary consents and regulatory approvals currently being obtained, following which the Class B limited voting shares of Brookfield will be transferred from Partners Limited to the Trust for consideration per share equal to the then current market price of a Class A limited voting share of Brookfield.

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