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* BROOKFIELD ASSET MANAGEMENT INC. (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 300 (Street) TORONTO A6 M5J 2T3 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/24/2020	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 footnotes(1)(2)(3)(4)(5)(6)

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* BROOKFIELD ASSET MANAGEMENT INC. (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 300 (Street) TORONTO A6 M5J 2T3 (City) (State) (Zip)

1. Name and Address of Reporting Person* Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 300 (Street) TORONTO A6 M5J 2T3 (City) (State) (Zip)

1. Name and Address of Reporting Person* Partners Ltd (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 300 (Street) TORONTO A6 M5J 2T3 (City) (State) (Zip)

1. Name and Address of Reporting Person* BROOKFIELD INFRASTRUCTURE FUND IV GP LLC (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 300 (Street) TORONTO A6 M5J 2T3 (City) (State) (Zip)

1. Name and Address of Reporting Person* BIF IV CYPRESS AGGREGATOR (DELAWARE) LLC (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 300 (Street) TORONTO A6 M5J 2T3 (City) (State) (Zip)

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.

Remarks:

	BROOKFIELD ASSET MANAGEMENT INC., By: /s/ Jessica Diab, Name: Jessica Diab, Title: Vice President	10/05/2020
	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
	PARTNERS LIMITED, By: /s/ Brian Lawson, Name: Brian Lawson, Title: President	10/05/2020
	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
	BIF IV CYPRESS AGGREGATOR (DELAWARE) LLC, By: /s/ Fred Day, Name: Fred Day, Title: President	10/05/2020
	** 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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