Edgar Filing: GSO Holdings I LLC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â GSO Holdings I LLC

2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2017

3. Issuer Name and Ticker or Trading Symbol
Cheniere Energy Partners, L.P. [CQP]

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.,Â 345 PARK AVENUE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10154

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	1,101,169	I	See footnotes ⁽¹⁾ ⁽⁷⁾ ⁽⁹⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Units	953,855	I	See footnotes ⁽²⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Units	953,855	I	See footnotes ⁽³⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Units	462,922	I	See footnotes ⁽⁴⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾

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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Units	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Units	198,978,886	$ ⁽⁵⁾	I	See footnotes ⁽⁶⁾ ⁽⁷⁾ ⁽⁹⁾ ⁽¹¹⁾ ⁽¹²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GSO Holdings I LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK,Â NYÂ 10154	Â	Â X	Â	Â
GSO Credit-A Associates LLC C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK,Â NYÂ 10154	Â	Â X	Â	Â
GSO Palmetto Opportunistic Associates LLC C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK,Â NYÂ 10154	Â	Â X	Â	Â
GSO Palmetto Opportunistic Investment Partners LP C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK,Â NYÂ 10154	Â	Â X	Â	Â
GSO Credit-A Partners LP C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK,Â NYÂ 10154	Â	Â X	Â	Â
GSO Credit Alpha Associates LLC C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK,Â NYÂ 10154	Â	Â X	Â	Â
GSO Credit Alpha Fund AIV-2 LP C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK,Â NYÂ 10154	Â	Â X	Â	Â

Signatures

GSO HOLDINGS I L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		07/31/2017
^**Signature of Reporting Person		Date
GSO CREDIT-A ASSOCIATES LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory		07/31/2017
^**Signature of Reporting Person		Date
GSO PALMETTO OPPORTUNISTIC ASSOCIATES LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory		07/31/2017
^**Signature of Reporting Person		Date
GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP, By: GSO Palmetto Opportunistic Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory		07/31/2017
^**Signature of Reporting Person		Date
GSO CREDIT-A PARTNERS LP, By: GSO Credit-A Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory		07/31/2017
^**Signature of Reporting Person		Date
GSO CREDIT ALPHA ASSOCIATES LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory		07/31/2017
^**Signature of Reporting Person		Date
GSO CREDIT ALPHA FUND AIV-2 LP, By: GSO Credit Alpha Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory		07/31/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Reflects securities held directly by Blackstone CQP Common Holdco L.P. Blackstone CQP Common Holdco GP LLC is the general partner of Blackstone CQP Common Holdco L.P. Blackstone Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. are the managing members of Blackstone CQP Common Holdco GP LLC. Blackstone EMA L.L.C. is the sole member of Blackstone Energy Management Associates L.L.C.
(2)	Reflects securities held directly by GSO Credit-A Partners LP. GSO Credit-A Associates LLC is the general partner of GSO Credit-A Partners LP.
(3)	Reflects securities held directly by GSO Palmetto Opportunistic Investment Partners LP. GSO Palmetto Opportunistic Associates LLC is the general partner of GSO Palmetto Opportunistic Investment Partners LP.
(4)	Reflects securities held directly by GSO Credit Alpha Fund AIV-2 LP. GSO Credit Alpha Associates LLC is the general partner of GSO Credit Alpha Fund AIV-2 LP.
(5)	The Class B Units are currently exercisable at an accreted conversion ratio of approximately 1.99 Common Units per Class B Unit, and will be mandatorily converted into Common Units on August 2, 2017.
(6)	Reflects securities held directly by Blackstone CQP Holdco LP. Blackstone CQP Holdco II GP LLC is the general partner of Blackstone CQ Holdco LP. Blackstone CQP FinanceCo LP is the sole member of Blackstone CQP Holdco II GP LLC. Blackstone CQP Holdco GP LLC is the general partner of Blacksone CQP FinanceCo LP. Blackstone Management Associates VI L.L.C. is the sole member of Blackstone CQP Holdco GP LLC.
(7)	BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. Blackstone Holdings III L.P. is the managing member of both BMA VI L.L.C. and Blackstone EMA L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.
(8)	GSO Holdings I L.L.C. is the managing member of each of GSO Palmetto Opportunistic Associates LLC, GSO Credit-A Associates LLC and GSO Credit Alpha Associates LLC. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. with respect to securities beneficially owned by GSO Palmetto Opportunistic Associates LLC, GSO Credit-A Associates LLC and GSO Credit Alpha Associates LLC. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings II L.P.
(9)	The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. and the sole member of Blackstone Holdings III GP Management L.L.C. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Stephen A. Schwarzman is the founding member of Blackstone Group Management L.L.C.
(10)	Each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the securities held by GSO Credit-A Partners LP., GSO Palmetto Opportunistic Investment Partners LP., and GSO Credit Alpha Fund AIV-2 LP.
(11)	Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
(12)	Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Â Remarks: DueÂ toÂ theÂ limitationsÂ ofÂ theÂ electronicÂ filingÂ systemÂ certainÂ ReportingÂ PersonsÂ areÂ filingÂ aÂ separateÂ FormÂ 3.

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