SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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 NY 10154

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/18/2020
3. Issuer Name and Ticker or Trading Symbol
Cheniere Energy Partners, L.P. [ CQP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units 203,240,752 I See footnote(1)(2)(3)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
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 NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BX CQP SuperHoldCo Holdings Manager L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BX CQP Common Holdco Holdings Manager L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BX Rockies Platform Co Holdings Manager L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
Explanation of Responses:
1. Reflects 2,250,419 Common Units held of record by BX Rockies Platform Co LLC ("BX Rockies") ; 2,011,447 Common Units held of record by Blackstone CQP Common Holdco L.P. ("Blackstone CQP Common Holdco"); and 198,978,886 Common Units held of record by Blackstone CQP Holdco LP ("Blackstone CQP Holdco").
2. Blackstone CQP Common Holdco GP LLC is the general partner of Blackstone Common Holdco. 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. Blackstone CQP Holdco II GP LLC is the general partner of Blackstone CQP Holdco. 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 each of BX Rockies, BX CQP Common Holdco Parent GP LLC and Blackstone CQP Holdco GP LLC.
3. Each of BX Rockies Platform Co Holdings Manager L.L.C., BX CQP Common Holdco Holdings Manager L.L.C. and BX SuperHoldCo Holdings Manager L.L.C. are the members of BX CQP Target Holdco L.L.C. Blackstone Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. are the managing members of each of BX Rockies Platform Co Holdings Manager L.L.C., BX CQP Common Holdco Holdings Manager L.L.C. and BX SuperHoldCo Holdings Manager L.L.C. Blackstone EMA L.L.C. is the sole member of Blackstone Energy Management Associates L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C.
4. Blackstone Holdings III L.P. is the managing member of both BMA VI L.L.C. and Blackstone EMA 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. 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 controlling shareholder of The Blackstone Group Inc. Stephen A. Schwarzman is the founding member of Blackstone Group Management L.L.C.
Remarks:
BX CQP TARGET HOLDCO L.L.C., By: BX CQP Superholdco Holdings Manager L.L.C., its member, 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, Chief Legal Officer 09/28/2020
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
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
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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