UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sin Ong Tiong C/O RRJ MANAGEMENT (HK) LIMITED 1201-02 12/F MAN YEE BUILDING, 68 DES VOEUX ROAD CENTRAL, K3 |
 |  X |  |  |
Pertin Investment Ltd C/O RRJ MANAGEMENT (HK) LIMITED 1201-02, 12/F MAN YEE BUILDING, 68 DES VOEUX ROAD CENTRAL, K3 |
 |  X |  |  |
Bosland Ltd C/O RRJ MANAGEMENT (HK) LIMITED 1201-02, 12/F MAN YEE BUILDING, 68 DES VOEUX ROAD CENTRAL, K3 |
 |  X |  |  |
Claradon Investments Ltd C/O RRJ MANAGEMENT (HK) LIMITED 1201-02, 12/F MAN YEE BUILDING, 68 DES VOEUX ROAD CENTRAL, K3 |
 |  X |  |  |
Novolink Investments Ltd C/O RRJ MANAGEMENT (HK) LIMITED 1201-02, 12/F MAN YEE BUILDING, 68 DES VOEUX ROAD CENTRAL, K3 |
 |  X |  |  |
RRJ Capital Master Fund I, L.P. C/O RRJ MANAGEMENT (HK) LIMITED 1201-02, 12/F MAN YEE BUILDING, 68 DES VOEUX ROAD CENTRAL, K3 |
 |  X |  |  |
RRJ Capital Ltd C/O RRJ MANAGEMENT (HK) LIMITED 1201-02, 12/F MAN YEE BUILDING, 68 DES VOEUX ROAD CENTRAL, K3 |
 |  X |  |  |
/s/ Ong Tiong Sin Director, for Pertin Investment Limited | 03/11/2013 | |
**Signature of Reporting Person | Date | |
/s/ Ong Tiong Sin Director, for Bosland Limited | 03/11/2013 | |
**Signature of Reporting Person | Date | |
/s/ Ong Tiong Sin Director, for Claradon Investments Limited | 03/11/2013 | |
**Signature of Reporting Person | Date | |
/s/ Ong Tiong Sin Director, for Novolink Investments Limited | 03/11/2013 | |
**Signature of Reporting Person | Date | |
/s/ Ong Tiong Sin Director, for RRJ Capital, general partner of RRJ Master Fund I, L.P. | 03/11/2013 | |
**Signature of Reporting Person | Date | |
/s/ Ong Tiong Sin Director, for RRJ Capital Ltd | 03/11/2013 | |
**Signature of Reporting Person | Date | |
/s/ Ong Tiong Sin | 03/11/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | As previously disclosed by Cheniere Energy Partners L.P. (the "Issuer"), on February 24, 2013, the Issuer entered into a Common Unit Purchase Agreement (the "Purchase Agreement") with certain purchasers named therein, including Pertin Investment Limited ("Pertin"), Bosland Limited ("Bosland"), Novolink Investments Limited ("Novolink") and Claradon Investments Limited ("Claradon"). Pursuant to the Purchase Agreement, Pertin agreed to purchase 1,445,783 common units of the Issuer, Bosland agreed to purchase 1,445,783 common units of the Issuer, Novolink agreed to purchase 9,638,554 common units of the Issuer and Claradon agreed to purchase 2,409,639 common units of the Issuer. The transactions contemplated by the Purchase Agreement closed on March 1, 2013. |
(2) | Ong Tiong Sin ("Mr. Ong") is the sole shareholder of Pertin, Claradon and Bosland and Mr. Ong may be deemed to indirectly beneficially own the 5,301,205 common units of the Issuer directly held by Pertin, Claradon and Bosland. The inclusion of the securities in this report shall not be deemed an admission of beneficial ownerships 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. |
(3) | 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 9,638,554 common units. Each of Mr. Ong and RRJ Capital disclaim beneficial ownership of the securities reported on this Form 3 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. |
 Remarks: Each reporting person disclaims the existence of a "group" for purposes of Section 16 of the Securities Exchange Act of 1934 ("the Act") or any other purpose. |