Cheniere Energy, Inc. — Director's Dealing 2011

Sep 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHENIERE ENERGY INC (LNG)
CIK: 0000003570
Period of Report: 2011-09-13

Reporting Person: BRANDOLINI NUNO (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-13	Convertible Loan	$5	J	0	Acquired	2018-08-15	Common Stock (1681771)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	312149	Direct
Common Stock	2000	Indirect

Footnotes

F1: The Reporting Person is one of two managers of a limited liability company which is the general partner of Scorpion Capital Partners, L.P. ("Scorpion"). Scorpion made a loan to the Issuer in August 2008 in the amount of $8,500,000. At the time of issuance, the loan was convertible into the Issuer's Series B Perferred Stock. The Series B Preferred Stock was only convertible into common stock upon the sale of such shares in connection with an underwritten public offering. Thus, the Reporting Person could never own the shares of common stock. At a stockholders meeting on June 16, 2011, the stockholders of the Issuer approved the direct issuance of common stock with full voting rights upon conversion of the loan held by Scorpion.

F2: Consistent with the stockholder approval, the Issuer amended the loan on September 13, 2011 to eliminate the conversion into the Series B Preferred Stock and to provide for the direct conversion of such loan, at the option of Scorpion, into shares of Common Stock of the Issuer at a price of $5.00 per share. The Reporting Person disclaims beneficial ownership of the loan and the shares of Common Stock of the Issuer into which the loan is convertible except to the extent of the Reporting Person's pecuniary interest therein. The filing of this Form 4 shall not be construed as an admission that the Reporting Person is the beneficial owner of any such loan or shares. The current dollar amount outstanding under the loan is listed in Box 9, and the aggregate number of shares of common stock into which the loan is currently convertible is listed in Box 7.