Cheniere Energy Partners, L.P. — Director's Dealing 2012

Aug 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cheniere Energy Partners, L.P. (CQP)
CIK: 0001383650
Period of Report: 2012-07-31

Reporting Person: CHENIERE ENERGY INC (10% Owner)
Reporting Person: Cheniere Class B Units Holdings, LLC (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-31	Class B Units	$	A	22222223	Acquired		COMMON UNITS (0.0)	Indirect

Footnotes

F1: On July 31, 2012, Cheniere Class B Units Holdings, LLC ("CBUH"), an indirect wholly-owned subsidiary of Cheniere Energy, Inc. ("CEI"), acquired an additional 22,222,223 Class B Units from the Issuer for $15.00 per unit. Under certain circumstances specified in the Second Amended and Restated Agreement of Limited Partnership for the Issuer, such units are convertible into Common Units of the Issuer at a rate equal to the Class B Conversion Value of a Class B Unit (which value will increase at a compounded rate of 3.5% per quarter, subject to additional upward adjustment for certain equity and debt financings) divided by $15.00 (as adjusted for splits and combinations). The Class B Units will be convertible only upon certain events. For further information on the events that trigger conversion and other details regarding the conversion, see the terms of the Second Amended and Restated Agreement of Limited Partnership (attached as Exhibit 3.1 to Form 8 K filed by Issuer on June 12, 2012).

F2: CEI directly owns 100% of Cheniere LNG, Inc., which owns 100% of Cheniere LNG Terminals, Inc., which owns 100% of Cheniere LNG Holdings, LLC, which owns 100% of CBUH. CEI disclaims beneficial ownership of the securities 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.