Cheniere Energy, Inc.

SEC source: 0000899243-20-022918 · doc4.xml · derivative · entry 2

Cheniere Energy, Inc. · CIK 0000003570 · 10% owner

Cheniere Energy Partners LP Holdings, LLC · CIK 0001582966 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Units · 135,383,831 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On August 17, 2020, upon satisfaction of certain financial conditions for the conversion of the subordinated units representing limited partner interests of the Issuer ("Subordinated Units") set forth in the Issuer's Fourth Amended and Restated Agreement of Limited Partnership (the "Agreement"), all of the outstanding Subordinated Units converted into common units representing limited partner interests in the Issuer (the "Common Units") on a one-for-one basis, pursuant to the terms of the Agreement, for no additional consideration. Upon the conversion of all of the Subordinated Units to Common Units, the Subordination Period (as defined in the Agreement) automatically terminated.

F1 · kind: On August 17, 2020, upon satisfaction of certain financial conditions for the conversion of the subordinated units representing limited partner interests of the Issuer ("Subordinated Units") set forth in the Issuer's Fourth Amended and Restated Agreement of Limited Partnership (the "Agreement"), all of the outstanding Subordinated Units converted into common units representing limited partner interests in the Issuer (the "Common Units") on a one-for-one basis, pursuant to the terms of the Agreement, for no additional consideration. Upon the conversion of all of the Subordinated Units to Common Units, the Subordination Period (as defined in the Agreement) automatically terminated.

F1 · price: On August 17, 2020, upon satisfaction of certain financial conditions for the conversion of the subordinated units representing limited partner interests of the Issuer ("Subordinated Units") set forth in the Issuer's Fourth Amended and Restated Agreement of Limited Partnership (the "Agreement"), all of the outstanding Subordinated Units converted into common units representing limited partner interests in the Issuer (the "Common Units") on a one-for-one basis, pursuant to the terms of the Agreement, for no additional consideration. Upon the conversion of all of the Subordinated Units to Common Units, the Subordination Period (as defined in the Agreement) automatically terminated.

F1 · derivative.exercise_date: On August 17, 2020, upon satisfaction of certain financial conditions for the conversion of the subordinated units representing limited partner interests of the Issuer ("Subordinated Units") set forth in the Issuer's Fourth Amended and Restated Agreement of Limited Partnership (the "Agreement"), all of the outstanding Subordinated Units converted into common units representing limited partner interests in the Issuer (the "Common Units") on a one-for-one basis, pursuant to the terms of the Agreement, for no additional consideration. Upon the conversion of all of the Subordinated Units to Common Units, the Subordination Period (as defined in the Agreement) automatically terminated.

F2 · derivative.expiration_date: The Subordinated Units did not have an expiration date.

F3 · ownership.nature: The Common Units are, and Subordinated Units were, directly held by Cheniere Energy Partners LP Holdings, LLC, a wholly-owned subsidiary of Cheniere Energy, Inc.

SEC source: 0000899243-20-022918 · doc4.xml · nonDerivative · entry 1

Cheniere Energy, Inc. · CIK 0000003570 · 10% owner

Cheniere Energy Partners LP Holdings, LLC · CIK 0001582966 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 239,872,500

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On August 17, 2020, upon satisfaction of certain financial conditions for the conversion of the subordinated units representing limited partner interests of the Issuer ("Subordinated Units") set forth in the Issuer's Fourth Amended and Restated Agreement of Limited Partnership (the "Agreement"), all of the outstanding Subordinated Units converted into common units representing limited partner interests in the Issuer (the "Common Units") on a one-for-one basis, pursuant to the terms of the Agreement, for no additional consideration. Upon the conversion of all of the Subordinated Units to Common Units, the Subordination Period (as defined in the Agreement) automatically terminated.

F1 · price: On August 17, 2020, upon satisfaction of certain financial conditions for the conversion of the subordinated units representing limited partner interests of the Issuer ("Subordinated Units") set forth in the Issuer's Fourth Amended and Restated Agreement of Limited Partnership (the "Agreement"), all of the outstanding Subordinated Units converted into common units representing limited partner interests in the Issuer (the "Common Units") on a one-for-one basis, pursuant to the terms of the Agreement, for no additional consideration. Upon the conversion of all of the Subordinated Units to Common Units, the Subordination Period (as defined in the Agreement) automatically terminated.

F3 · ownership.nature: The Common Units are, and Subordinated Units were, directly held by Cheniere Energy Partners LP Holdings, LLC, a wholly-owned subsidiary of Cheniere Energy, Inc.

SEC source: 0000899243-20-020810 · doc4.xml · derivative · entry 1

Cheniere Energy, Inc. · CIK 0000003570 · 10% owner

Cheniere Energy Partners LP Holdings, LLC · CIK 0001582966 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 135,383,831

Underlying: Common Units · 135,383,831 shares

Expires not disclosed

F1 · derivative.exercise_price: On July 28, 2020, the Issuer announced that the board of directors of Cheniere Energy GP, LLC, the Issuer's general partner (the "Board"), approved the regular quarterly distribution to the holders of the Issuer's common units representing limited partner interests ("Common Units") for the second quarter of 2020 in an amount of $0.645 per Common Unit, payable by the Issuer on August 14, 2020, to Common Unit holders of record as of August 7, 2020. Also on July 28, 2020, the Issuer announced that the Board confirmed that, upon payment of the distribution, the Issuer will have satisfied the financial conditions for the conversion of the subordinated units representing limited partner interests of the Issuer ("Subordinated Units") set forth in the Issuer's Fourth Amended and Restated Agreement of Limited Partnership (the "Agreement"). [continued in footnote 2]

F2 · derivative.exercise_price: [continued from footnote 1] As a result, pursuant to the terms of the Agreement, all of the outstanding Subordinated Units will convert into Common Units on a one-for-one basis on August 17, 2020, the first business day following the distribution, for no additional consideration. Upon the conversion of all of the Subordinated Units to Common Units, the Subordination Period (as defined in the Agreement) will automatically terminate.

F1 · kind: On July 28, 2020, the Issuer announced that the board of directors of Cheniere Energy GP, LLC, the Issuer's general partner (the "Board"), approved the regular quarterly distribution to the holders of the Issuer's common units representing limited partner interests ("Common Units") for the second quarter of 2020 in an amount of $0.645 per Common Unit, payable by the Issuer on August 14, 2020, to Common Unit holders of record as of August 7, 2020. Also on July 28, 2020, the Issuer announced that the Board confirmed that, upon payment of the distribution, the Issuer will have satisfied the financial conditions for the conversion of the subordinated units representing limited partner interests of the Issuer ("Subordinated Units") set forth in the Issuer's Fourth Amended and Restated Agreement of Limited Partnership (the "Agreement"). [continued in footnote 2]

F2 · kind: [continued from footnote 1] As a result, pursuant to the terms of the Agreement, all of the outstanding Subordinated Units will convert into Common Units on a one-for-one basis on August 17, 2020, the first business day following the distribution, for no additional consideration. Upon the conversion of all of the Subordinated Units to Common Units, the Subordination Period (as defined in the Agreement) will automatically terminate.

F1 · price: On July 28, 2020, the Issuer announced that the board of directors of Cheniere Energy GP, LLC, the Issuer's general partner (the "Board"), approved the regular quarterly distribution to the holders of the Issuer's common units representing limited partner interests ("Common Units") for the second quarter of 2020 in an amount of $0.645 per Common Unit, payable by the Issuer on August 14, 2020, to Common Unit holders of record as of August 7, 2020. Also on July 28, 2020, the Issuer announced that the Board confirmed that, upon payment of the distribution, the Issuer will have satisfied the financial conditions for the conversion of the subordinated units representing limited partner interests of the Issuer ("Subordinated Units") set forth in the Issuer's Fourth Amended and Restated Agreement of Limited Partnership (the "Agreement"). [continued in footnote 2]

F2 · price: [continued from footnote 1] As a result, pursuant to the terms of the Agreement, all of the outstanding Subordinated Units will convert into Common Units on a one-for-one basis on August 17, 2020, the first business day following the distribution, for no additional consideration. Upon the conversion of all of the Subordinated Units to Common Units, the Subordination Period (as defined in the Agreement) will automatically terminate.

F1 · derivative.exercise_date: On July 28, 2020, the Issuer announced that the board of directors of Cheniere Energy GP, LLC, the Issuer's general partner (the "Board"), approved the regular quarterly distribution to the holders of the Issuer's common units representing limited partner interests ("Common Units") for the second quarter of 2020 in an amount of $0.645 per Common Unit, payable by the Issuer on August 14, 2020, to Common Unit holders of record as of August 7, 2020. Also on July 28, 2020, the Issuer announced that the Board confirmed that, upon payment of the distribution, the Issuer will have satisfied the financial conditions for the conversion of the subordinated units representing limited partner interests of the Issuer ("Subordinated Units") set forth in the Issuer's Fourth Amended and Restated Agreement of Limited Partnership (the "Agreement"). [continued in footnote 2]

F2 · derivative.exercise_date: [continued from footnote 1] As a result, pursuant to the terms of the Agreement, all of the outstanding Subordinated Units will convert into Common Units on a one-for-one basis on August 17, 2020, the first business day following the distribution, for no additional consideration. Upon the conversion of all of the Subordinated Units to Common Units, the Subordination Period (as defined in the Agreement) will automatically terminate.

F3 · derivative.expiration_date: The Subordinated Units do not have an expiration date.

F4 · ownership.nature: The Subordinated Units are directly held by Cheniere Energy Partners LP Holdings, LLC, a wholly-owned subsidiary of Cheniere Energy, Inc.

SEC source: 0000003570-18-000138 · wf-form4_153756346256387.xml · nonDerivative · entry 1

CHENIERE ENERGY INC · CIK 0000003570 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · kind: The transaction reported herein is exempt under Rule 16b-7.

F2 · kind: 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.

F2 · price: 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.

F3 · price: 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.

F2 · balance_after: 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.

F3 · balance_after: 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.

SEC source: 0000899243-18-011439 · doc4.xml · nonDerivative · entry 2

CHENIERE ENERGY INC · CIK 0000003570 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 212,953,991

F2 · price: Pursuant to the Share Purchase and Exchange Agreement, dated as of May 3, 2018, by and between the Reporting Person and Anchorage Capital Master Offshore, Ltd., Anchorage Illiquid Opportunities Offshore Master IV, L.P., and Anchorage Illiquid Opportunities Offshore Master V, L.P., the Reporting Person purchased an aggregate of 4,706,606 CQH Shares in exchange for 2,249,758 CEI Shares, representing an exchange ratio of approximately 1 CQH Share for 0.4780 CEI Shares.

SEC source: 0000899243-18-011439 · doc4.xml · nonDerivative · entry 1

CHENIERE ENERGY INC · CIK 0000003570 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 208,247,385

F1 · price: Pursuant to the Share Purchase and Exchange Agreement, dated as of May 3, 2018, by and between the Reporting Person and Everett Opportunities Master Fund LP, the Reporting Person purchased an aggregate of 1,323,102 shares of the Issuer's Common Shares representing LLC interests ("CQH Shares") in exchange for 632,442 shares of common stock, par value $0.003 per share, of the Reporting Person ("CEI Shares"), representing an exchange ratio of approximately 1 CQH Share for 0.4780 CEI Shares.

SEC source: 0000899243-18-011204 · doc4.xml · nonDerivative · entry 1

CHENIERE ENERGY INC · CIK 0000003570 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 206,924,283

F1 · price: Pursuant to the Share Purchase and Exchange Agreement, dated as of May 2, 2018, by and between the Reporting Person and Adage Capital Partners LP, the Reporting Person purchased an aggregate of 3,436,428 shares of the Issuer's Common Shares representing LLC interests ("CQH Shares") in exchange for 1,642,612 shares of common stock, par value $0.003 per share, of the Reporting Person ("CEI Shares"), representing an exchange ratio of approximately 1 CQH Share for 0.4780 CEI Shares.

SEC source: 0000003570-18-000061 · wf-form4_152521090280340.xml · nonDerivative · entry 1

CHENIERE ENERGY INC · CIK 0000003570 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 203,487,855

F1 · price: Pursuant to the Share Purchase and Exchange Agreement, dated as of April 27, 2018, by and between the Reporting Person and ZP Master Utility Fund, Ltd, P Zimmer Ltd, ZP Energy Fund, L.P. and ZP Master Energy Fund, L.P., the Reporting Person purchased an aggregate of 11,987,346 shares of the Issuer's Common Shares representing LLC interests ("CQH Shares") in exchange for 5,753,927 shares of common stock, par value $0.003 per share, of the Reporting Person ("CEI Shares"), representing an exchange ratio of 1 CQH Share for 0.48 CEI Shares.

SEC source: 0000899243-17-019798 · doc4.xml · derivative · entry 2

CHENIERE ENERGY INC · CIK 0000003570 · 10% owner

Cheniere Energy Partners LP Holdings, LLC · CIK 0001582966 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Units · 92,525,181 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On August 2, 2017, the 45,333,334 Class B Units representing limited partner interests (the "Class B Units") owned by the reporting persons automatically converted into common units representing limited partner interests ("Common Units") at an accreted conversion ratio of approximately 2.04 Common Units per Class B Unit, which is equal to the Class B Conversion Value of a Class B Unit divided by $15.00.

F1 · price: On August 2, 2017, the 45,333,334 Class B Units representing limited partner interests (the "Class B Units") owned by the reporting persons automatically converted into common units representing limited partner interests ("Common Units") at an accreted conversion ratio of approximately 2.04 Common Units per Class B Unit, which is equal to the Class B Conversion Value of a Class B Unit divided by $15.00.

F1 · derivative.exercise_date: On August 2, 2017, the 45,333,334 Class B Units representing limited partner interests (the "Class B Units") owned by the reporting persons automatically converted into common units representing limited partner interests ("Common Units") at an accreted conversion ratio of approximately 2.04 Common Units per Class B Unit, which is equal to the Class B Conversion Value of a Class B Unit divided by $15.00.

F1 · derivative.expiration_date: On August 2, 2017, the 45,333,334 Class B Units representing limited partner interests (the "Class B Units") owned by the reporting persons automatically converted into common units representing limited partner interests ("Common Units") at an accreted conversion ratio of approximately 2.04 Common Units per Class B Unit, which is equal to the Class B Conversion Value of a Class B Unit divided by $15.00.

F2 · ownership.nature: The Common Units are directly owned by Cheniere Energy Partners LP Holdings, LLC ("CQH") in which Cheniere Energy, Inc. ("CEI") owns an 82.7% interest as of August 2, 2017. CEI disclaims beneficial ownership of the securities owned by CQH reported on this Form 4 except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 or for any other purpose.

SEC source: 0000899243-17-019798 · doc4.xml · nonDerivative · entry 1

CHENIERE ENERGY INC · CIK 0000003570 · 10% owner

Cheniere Energy Partners LP Holdings, LLC · CIK 0001582966 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 104,488,669

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: On August 2, 2017, the 45,333,334 Class B Units representing limited partner interests (the "Class B Units") owned by the reporting persons automatically converted into common units representing limited partner interests ("Common Units") at an accreted conversion ratio of approximately 2.04 Common Units per Class B Unit, which is equal to the Class B Conversion Value of a Class B Unit divided by $15.00.

F1 · price: On August 2, 2017, the 45,333,334 Class B Units representing limited partner interests (the "Class B Units") owned by the reporting persons automatically converted into common units representing limited partner interests ("Common Units") at an accreted conversion ratio of approximately 2.04 Common Units per Class B Unit, which is equal to the Class B Conversion Value of a Class B Unit divided by $15.00.

F2 · ownership.nature: The Common Units are directly owned by Cheniere Energy Partners LP Holdings, LLC ("CQH") in which Cheniere Energy, Inc. ("CEI") owns an 82.7% interest as of August 2, 2017. CEI disclaims beneficial ownership of the securities owned by CQH reported on this Form 4 except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 or for any other purpose.

SEC source: 0000899243-17-005900 · doc4.xml · nonDerivative · entry 1

CHENIERE ENERGY INC · CIK 0000003570 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 191,500,509

F1 · price: Pursuant to the Share Purchase and Exchange Agreement, dated as of February 28, 2017, by and between the Reporting Person and Pacific Capital Management, LLC, the Reporting Person purchased an aggregate of 115,348 shares of the Issuer's Common Shares representing LLC interests ("CQH Shares") in exchange for 59,116 shares of common stock, par value $0.003 per share, of the Reporting Person ("CEI Shares"), representing an exchange ratio of 1 CQH Share for 0.5125 CEI Shares.

SEC source: 0000899243-16-036177 · doc4.xml · nonDerivative · entry 1

CHENIERE ENERGY INC · CIK 0000003570 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 191,385,161

F1 · price: Pursuant to the Share Purchase and Exchange Agreements, dated as of December 20, 2016, by and between the Reporting Person and certain funds affiliated with Pennant Capital Management, LLC, the Reporting Person purchased an aggregate of 2,532,361 shares of the Issuer's Common Shares representing LLC interests ("CQH Shares") in exchange for 1,318,094 shares of common stock, par value $0.003 per share, of the Reporting Person ("CEI Shares"), representing an exchange ratio of 1 CQH Share for 0.5205 CEI Shares.

SEC source: 0000899243-16-035881 · doc4.xml · nonDerivative · entry 1

CHENIERE ENERGY INC · CIK 0000003570 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 186,525,000

F1 · price: Pursuant to Share Purchase and Exchange Agreements, dated as of December 16, 2016, by and between the Reporting Person and certain funds associated with Carlson Capital LP, the Reporting Person purchased an aggregate of 925,000 shares of the Issuer's Common Shares representing LLC interests ("CQH Shares") in exchange for 481,463 shares of common stock, par value $0.003 per share, of the Reporting Person ("CEI Shares"), representing an exchange ratio of 1 CQH Share for 0.5205 CEI Shares.

SEC source: 0000899243-16-036009 · doc4.xml · nonDerivative · entry 1

CHENIERE ENERGY INC · CIK 0000003570 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 188,852,800

F1 · price: Pursuant to the Share Purchase and Exchange Agreement, dated as of December 16, 2016, by and between the Reporting Person and Falcon Edge Global Master Fund, LP, the Reporting Person purchased an aggregate of 2,327,800 shares of the Issuer's Common Shares representing LLC interests ("CQH Shares") in exchange for 1,211,620 shares of common stock, par value $0.003 per share, of the Reporting Person ("CEI Shares"), representing an exchange ratio of 1 CQH Share for 0.5205 CEI Shares.