Rule 13d-1(c)
Rule 13d-1(d)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 16411Q101 | SCHEDULE 13G | PAGE 2 OF 9 PAGES |
| 1. | NAME OF REPORTING PERSON/S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SRM Global Master Fund Limited Partnership |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER 0 |
| 6. | SHARED VOTING POWER 2,000,000 |
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| 7. | SOLE DISPOSITIVE POWER 0 |
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| 8. | SHARED DISPOSITIVE POWER 2,000,000 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.6% |
| 12. | TYPE OF REPORTING PERSON* PN |
| CUSIP No. 16411Q101 | SCHEDULE 13G | PAGE 3 OF 9 PAGES |
| 1. | NAME OF REPORTING PERSON/S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SRM Global Fund General Partner Limited |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER 0 |
| 6. | SHARED VOTING POWER 2,000,000 |
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| 7. | SOLE DISPOSITIVE POWER 0 |
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| 8. | SHARED DISPOSITIVE POWER 2,000,000 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.6% |
| 12. | TYPE OF REPORTING PERSON* CO |
| CUSIP No. 16411Q101 | SCHEDULE 13G | PAGE 4 OF 9 PAGES |
| 1. | NAME OF REPORTING PERSON/S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SRM Fund Management (Cayman) Limited |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER 0 |
| 6. | SHARED VOTING POWER 2,000,000 |
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| 7. | SOLE DISPOSITIVE POWER 0 |
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| 8. | SHARED DISPOSITIVE POWER 2,000,000 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.6% |
| 12. | TYPE OF REPORTING PERSON* CO |
| CUSIP No. 16411Q101 | SCHEDULE 13G | PAGE 5 OF 9 PAGES |
| ITEM 1. | (a) |
Name of Issuer: Cheniere Energy Partners, L.P. |
| (b) | Address of Issuer’s Principal Executive Offices: 717 Texas Avenue, Suite 3100 Houston, TX 77002 |
| ITEM 2. | (a) and (c): |
Name and Citizenship of Persons Filing: |
| (i) | SRM Global Master Fund Limited Partnership, a Cayman Islands partnership (“Master Fund”). | |
| (ii) | SRM Global Fund General Partner Limited, a Cayman Islands corporation (“General Partner”). | |
| (iii) | SRM Fund Management (Cayman) Limited,
a Cayman Islands corporation (“Investment Manager”). |
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| (b): | Address of Principal Business Office: Master Fund, General Partner and Investment Manager have the address of: P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. |
| (d) | Title of Class of
Securities: Common Units |
| (e) | CUSIP Number: 16411Q101 |
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | [ ] Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o). | |
| (b) | [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | [ ] Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | [ ] Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | [ ] Investment Adviser registered under section 203 of the Investment Advisers Act or under the laws of any State | |
| (f) | [ ] Employee Benefit Plan, Pension fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F) | |
| (g) | [ ] A Parent Holding Company or control person, in accordance with Section 240.13d-1(b)(ii)(G)(Note: See Item 7) | |
| (h) | [ ] A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) | |
| (i) | [ ] A Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) | |
| (j) | [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J) |
| CUSIP No. 16411Q101 | SCHEDULE 13G | PAGE 6 OF 9 PAGES |
| ITEM 4. | OWNERSHIP |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item I.
SRM Global Master Fund Limited Partnership
| (a) | Amount Beneficially Owned: 2,000,000 | |
| (b) | Percent of Class: 7.6% | |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 | ||
| (ii) | shared power to vote or to direct the vote: 2,000,000 | ||
| (iii) | sole power to dispose or to direct the disposition of: 0 | ||
| (iv) | shared power to dispose or to direct the disposition of: 2,000,000 |
SRM Global Fund General Partner Limited
| (a) | Amount Beneficially Owned: 2,000,000 | |
| (b) | Percent of Class: 7.6% | |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 | ||
| (ii) | shared power to vote or to direct the vote: 2,000,000 | ||
| (iii) | sole power to dispose or to direct the disposition of: 0 | ||
| (iv) | shared power to dispose or to direct the disposition of: 2,000,000 |
SRM Fund Management (Cayman) Limited
| (a) | Amount Beneficially Owned: 2,000,000 | |
| (b) | Percent of Class: 7.6% | |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 | ||
| (ii) | shared power to vote or to direct the vote: 2,000,000 | ||
| (iii) | sole power to dispose or to direct the disposition of: 0 | ||
| (iv) | shared power to dispose or to direct the disposition of: 2,000,000 |
| CUSIP No. 16411Q101 | SCHEDULE 13G | PAGE 7 OF 9 PAGES |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Not Applicable
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
Not Applicable
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not Applicable
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not Applicable
| ITEM 10. | CERTIFICATION |
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 16411Q101 | SCHEDULE 13G | PAGE 8 OF 9 PAGES |
After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.
Dated: March 29, 2007
| SRM GLOBAL MASTER FUND LIMITED PARTNERSHIP |
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| By: | SRM Global Fund General Partner Limited, its General Partner |
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| By: | /s/ Philip Price | ||
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Name: Title: |
Philip Price Chief Operating Officer |
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| SRM GLOBAL FUND GENERAL PARTNER LIMITED |
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| By: | /s/ Philip Price | ||
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Name: Title: |
Philip Price Chief Operating Officer |
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| SRM FUND MANAGEMENT (CAYMAN) LIMITED |
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| By: | /s/ Philip Price | ||
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Name: Title: |
Philip Price Chief Operating Officer |
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| CUSIP No. 16411Q101 | SCHEDULE 13G | PAGE 9 OF 9 PAGES |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G and any amendments to it with respect to the Common Units of Cheniere Energy Partners, L.P., and further agree that this Joint Filing Agreement be included as an Exhibit to those joint filings.
Dated: March 29, 2007
| SRM GLOBAL MASTER FUND LIMITED PARTNERSHIP |
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| By: | SRM Global Fund General Partner Limited, its General Partner |
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| By: | /s/ Philip Price | ||
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Name: Title: |
Philip Price Chief Operating Officer |
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| SRM GLOBAL FUND GENERAL PARTNER LIMITED |
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| By: | /s/ Philip Price | ||
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Name: Title: |
Philip Price Chief Operating Officer |
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| SRM FUND MANAGEMENT (CAYMAN) LIMITED |
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| By: | /s/ Philip Price | ||
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Name: Title: |
Philip Price Chief Operating Officer |
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