SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BX CQP Target Holdco L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	06/07/2021		J⁽¹⁾		240.64⁽¹⁾	D	⁽¹⁾	2,250,419⁽¹⁾	I	See Footnotes⁽²⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Common Units	06/07/2021		J⁽¹⁾		19,868.36⁽¹⁾	D	⁽¹⁾	185,808,450⁽¹⁾	I	See Footnotes⁽³⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Common Units	06/07/2021		J⁽¹⁾		215.08⁽¹⁾	D	⁽¹⁾	2,011,447⁽¹⁾	I	See Footnotes⁽⁴⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Common Units								138,772	I	See Footnotes⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Common Units								13,170,436	I	See Footnotes⁽⁶⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Common Units								48,544	I	See Footnotes⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

BX CQP Target Holdco L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BIP Chinook Holdco L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BIP Holdings Manager L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Infrastructure Associates L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BIA GP L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BIA GP L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects a transfer of 0.01% interest in CQP Target Holdco L.L.C. (f/k/a BX CQP Target Holdco L.L.C.) by BIP Chinook Holdco L.L.C. ("Blackstone Infrastructure Partners") to BIF IV Cypress Aggregator (Delaware) LLC in connection with the restructuring of certain debt secured by Issuer common units ("Common Units") and for aggregate cash consideration of $265,229.18. This transfer may be deemed to be an indirect disposition of an interest in Common Units that CQP Target Holdco L.L.C. may be deemed to beneficially own. No Common Units were transferred by the direct holders described herein.

2. Reflects securities held directly by BX Rockies Platform Co LLC. BX CQP Target Holdco L.L.C. is the sole member of BX Rockies Platform Co LLC.

3. Reflects securities held directly by Blackstone CQP Holdco L.P. Blackstone CQP Holdco II GP LLC is the general partner of Blackstone CQP Holdco L.P. 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 Blackstone CQP Holdco GP LLC.

4. Reflects securities held directly by Blackstone CQP Common Holdco L.P. Blackstone CQP Common Holdco GP LLC is the general partner of Blackstone CQP Common Holdco L.P. 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. BX CQP Target Holdco L.L.C. is the sole member of BX CQP Common Holdco Parent GP LLC.

5. Reflects securities directly held by Blackstone Infrastructure Partners.

6. Reflects securities directly held by BIP-V Chinook Holdco L.L.C.

7. Reflects securities directly held by BIP-V Chinook Holdco II L.L.C.

8. Blackstone Infrastructure Partners is a member of BX CQP Target Holdco. BIP Holdings Manager L.L.C. is the managing member of each of Blackstone Infrastructure Partners, BIP-V Chinook Holdco L.L.C. and BIP-V Chinook Holdco II L.L.C. Blackstone Infrastructure Associates L.P. is the managing member of BIP Holdings Manager L.L.C. BIA GP L.P. is the general partner of Blackstone Infrastructure Associates L.P. BIA GP L.L.C. is the general partner of BIA GP L.P. Blackstone Holdings III is the sole member of BIA GP 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.

9. 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 sole holder of the Series II preferred stock of The Blackstone Group Inc. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

10. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

11. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

12. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

Remarks:

	CQP TARGET HOLDCO L.L.C., By: BIP Chinook Holdco L.L.C., its member, By: Blackstone Holdings III L.P., its indirect MM, By: Blackstone Holdings III GP L.P., its GP, By: Blackstone Holdings III GP Management L.L.C., its GP, By: /s/ Tabea Hsi, SMD	06/09/2021
	BIP CHINOOK HOLDCO LLC By: BIP Holdings Manager LLC By:Blackstone Infrastructure Associates LP By: BIA GP LP By: BIA GP LLC By: Blackstone Holdings III LP By: Blackstone Holdings III GP LP By: Blackstone Holdings III GP Management LLC By:/s/Tabea Hsi, SMD	06/09/2021
	BIP HOLDINGS MANAGER LLC, By: Blackstone Infrastructure Associates LP, MM By: BIA GP LP, GP By: BIA GP LLC, GP By: Blackstone Holdings III LP, SM By: Blackstone Holdings III GP LP, GP By: Blackstone Holdings III GP Management LLC SM By:/s/Tabea Hsi, SMD	06/09/2021
	BLACKSTONE INFRASTRUCTURE ASSOCIATES L.P., By: BIA GP L.P., its GP By: BIA GP L.L.C., its GP By: Blackstone Holdings III LP, its SM By: Blackstone Holdings III GP LP, its GP By: Blackstone Holdings III GP Management LLC, its SM By:/s/Tabea Hsi, SMD	06/09/2021
	BIA GP L.P., By: BIA GP L.L.C., its GP, By: Blackstone Holdings III L.P., its SM, By: Blackstone Holdings III GP L.P., its GP, By: Blackstone Holdings III GP Management L.L.C., its SM, By:/s/Tabea Hsi, Name: Tabea Hsi, Senior Managing Director	06/09/2021
	BIA GP L.L.C., By: Blackstone Holdings III L.P., its sole member, By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Senior Managing Director	06/09/2021
	** Signature of Reporting Person	Date
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