Sec Form 4 Filing - CHENIERE ENERGY INC @ Cheniere Energy Partners LP Holdings, LLC - 2018-09-20

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
CHENIERE ENERGY INC
2. Issuer Name and Ticker or Trading Symbol
Cheniere Energy Partners LP Holdings, LLC [ CQH]
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)
700 MILAM STREET, SUITE 1900
3. Date of Earliest Transaction (MM/DD/YY)
09/20/2018
(Street)
HOUSTON, TX77002
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 Shares Representing LLC Interests 09/20/2018 J( 1 )( 2 ) 18,746,009 A 0 ( 2 ) ( 3 ) D
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
CHENIERE ENERGY INC
700 MILAM STREET
SUITE 1900
HOUSTON, TX77002
X
Signatures
/s/ Sean N. Markowitz, General Counsel and Corporate Secretary of Cheniere Energy, Inc. 09/21/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction reported herein is exempt under Rule 16b-7.
( 2 )Pursuant to the Agreement and Plan of Merger, dated as of June 18, 2018, entered into by and among Cheniere Energy Partners LP Holdings, LLC (the "Company"), Cheniere Energy, Inc. (the "Reporting Person") and Columbia Acquisition Sub LLC ("Merger Sub"), the Company merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of the Reporting Person.
( 3 )As a result of the merger, each common share representing limited liability company interests in the Company ("Company Common Shares") held directly or indirectly by the Reporting Person immediately prior to the effective time of the merger was cancelled without payment of consideration therefor and the remaining Company Common Shares were converted into the right to receive 0.4750 shares of common stock, par value $0.003 per share, of the Reporting Person and cash in lieu of any fractional Company Common Shares.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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