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 *   Cheniere Class B Units Holdings, LLC 2. Date of Event Requiring Statement (Month/Day/Year) 06/11/2012 3. Issuer Name and Ticker or Trading Symbol Cheniere Energy Partners, L.P. [CQP] (Last) (First) (Middle) 700 MILAM STREET, SUITE 800 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) HOUSTON, TX 77002 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 (1)	  (1)	  (1)	COMMON UNITS	0 (1)	$ 15	D (2)	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cheniere Class B Units Holdings, LLC 700 MILAM STREET SUITE 800 HOUSTON, TX 77002	Â	  X	Â	Â

Signatures

/s/ Cara E. Carlson, Secretary		06/13/2012
**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)	On June 11, 2012, Cheniere Class B Units Holdings, LLC (CBUH), an indirect wholly-owned subsidiary of the Reporting Person, acquired 11,111,111 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 an 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 the Issuer on June 12, 2012).
(2)	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 has disclaimed beneficial ownership of the securities reported on this Form 3 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.

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