Cheniere Energy, Inc. — Director's Dealing 2013

Feb 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHENIERE ENERGY INC (LNG)
CIK: 0000003570
Period of Report: 2013-02-18

Reporting Person: SOUKI CHARIF (Director, Chairman, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-18	Common Stock	A	6300000	—	Acquired	9087546	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	300000	Indirect

Footnotes

F1: The shares were issued as a restricted stock grant and therefore no consideration was given by the Reporting Person. 4,200,000 shares were granted as a milestone award ("Milestone Award"), with vesting of the Milestone Award conditional on certain milestones relating to the financing and construction of Train 3 and Train 4 of the liquefaction project being developed by a majority owned subsidiary of the Issuer. The remaining 2,100,000 shares were granted as a stock price award ("Stock Price Award"), with vesting of the Stock Price Award conditional on the achievement of minimum average stock price hurdles of the Issuer: (i) 50% will vest if the 120-day average closing stock price of the Issuer (as reported on the NYSE MKT LLC) is $25; and (ii) 50% will vest if the 120-day average closing stock price of the Issuer is $35.