Sec Form 4 Filing - Sin Ong Tiong @ Cheniere Energy Partners, L.P. - 2014-06-03

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
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, 802-804 MAN YEE BLDG 68 DES VOEUX ROAD
3. Date of Earliest Transaction (MM/DD/YY)
06/03/2014
(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 06/03/2014 S( 1 ) 9,000,000 D $ 32.47 638,554 I See Footnote ( 2 )
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
Sin Ong Tiong
C/O RRJ MANAGEMENT (HK) LIMITED
802-804 MAN YEE BLDG 68 DES VOEUX ROAD
CENTRAL, K3
X
Novolink Investments Ltd
C/O RRJ MANAGEMENT (HK) LIMITED
802-804 MAN YEE BLDG 68 DES VOEUX ROAD
CENTRAL, K3
X
RRJ Capital Master Fund I, L.P.
C/O RRJ MANAGEMENT (HK) LIMITED
802-804 MAN YEE BLDG 68 DES VOEUX ROAD
CENTRAL, K3
X
RRJ Capital Ltd
C/O RRJ MANAGEMENT (HK) LIMITED
802-804 MAN YEE BLDG 68 DES VOEUX ROAD
CENTRAL, K3
X
Signatures
Novolink Investments Limited, By: /s/ Ong Tiong Sin, Director 06/03/2014
Signature of Reporting Person Date
RRJ Capital, general partner of RRJ Master Fund I, L.P., By: /s/ Ong Tiong Sin, Director 06/03/2014
Signature of Reporting Person Date
RRJ Capital Ltd, By: /s/ Ong Tiong Sin, Director 06/03/2014
Signature of Reporting Person Date
Ong Tiong Sin, /s/ Ong Tiong Sin 06/03/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 3, 2014, Mr. Ong Tiong Sin ("Mr. Ong"), through his indirect controlled subsidiary, Novolink Investments Limited ("Novolink"), sold 9,000,000 common units of the Issuer on the open market at a price of $32.47 per common unit for a total price of $292,230,000.
( 2 )RRJ Capital Master Fund I, L.P. ("RRJ Master") is the sole shareholder of 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 638,554 common units. Each of Mr. Ong and RRJ Capital disclaim beneficial ownership of the securities reported on this Form 4 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.

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