Filing Details

Accession Number:
0001539497-22-000548
Form Type:
13D Filing
Publication Date:
2022-02-28 19:00:00
Filed By:
Icahn Capital LP
Company:
Cheniere Energy Inc. (NYSEMKT:LNG)
Filing Date:
2022-03-01
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Icahn Partners Master Fund 6,168,896 0 6,168,896 0 6,168,896 2.42%
Icahn Offshore 0 6,168,896 0 6,168,896 6,168,896 2.42%
Icahn Partners 8,695,742 0 8,695,742 0 8,695,742 3.42%
Icahn Onshore 0 8,695,742 0 8,695,742 8,695,742 3.42%
Icahn Capital 0 14,864,638 0 14,864,638 14,864,638 5.84%
IPH GP 0 14,864,638 0 14,864,638 14,864,638 5.84%
Icahn Enterprises Holdings 0 14,864,638 0 14,864,638 14,864,638 5.84%
Icahn Enterprises G.P. Inc 0 14,864,638 0 14,864,638 14,864,638 5.84%
Beckton Corp 0 14,864,638 0 14,864,638 14,864,638 5.84%
Carl C. Icahn 0 14,864,638 0 14,864,638 14,864,638 5.84%
Date of Transaction Amount of Securities Price Per Share Icahn Partners
Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

 

Cheniere Energy, Inc.

(Name of Issuer)

 

Common Stock, $0.003 Par Value

(Title of Class of Securities)

 

16411R208

(CUSIP Number)

 

Jesse Lynn

Chief Operating Officer

Icahn Capital LP

16690 Collins Avenue, Suite PH-1

Sunny Isles Beach, FL 33160

(305) 422-4131

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

February 28, 2022

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*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).

 

 

SCHEDULE 13D

 

CUSIP No. 16411R208

 

1.       NAME OF REPORTING PERSON

Icahn Partners Master Fund LP

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

WC

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

6,168,896

 

8       SHARED VOTING POWER

0

 

9       SOLE DISPOSITIVE POWER

6,168,896

 

10       SHARED DISPOSITIVE POWER

0

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,168,896

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.42%

 

14       TYPE OF REPORTING PERSON

PN

 

SCHEDULE 13D

 

CUSIP No. 16411R208

 

1.       NAME OF REPORTING PERSON

Icahn Offshore LP

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

OO

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

6,168,896

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

6,168,896

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,168,896

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.42%

 

14       TYPE OF REPORTING PERSON

PN

 

SCHEDULE 13D

 

CUSIP No. 16411R208

 

1.       NAME OF REPORTING PERSON

Icahn Partners LP

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

WC

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

8,695,742

 

8       SHARED VOTING POWER

0

 

9       SOLE DISPOSITIVE POWER

8,695,742

 

10       SHARED DISPOSITIVE POWER

0

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,695,742

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.42%

 

14       TYPE OF REPORTING PERSON

PN

 

SCHEDULE 13D

 

CUSIP No. 16411R208

 

1.       NAME OF REPORTING PERSON

Icahn Onshore LP

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

OO

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

8,695,742

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

8,695,742

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,695,742

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.42%

 

14       TYPE OF REPORTING PERSON

PN

 

SCHEDULE 13D

 

CUSIP No. 16411R208

 

1.       NAME OF REPORTING PERSON

Icahn Capital LP

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

OO

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

14,864,638

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

14,864,638

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,864,638

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.84%

 

14       TYPE OF REPORTING PERSON

PN

 

SCHEDULE 13D

 

CUSIP No. 16411R208

 

1.       NAME OF REPORTING PERSON

IPH GP LLC

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

OO

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

14,864,638

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

14,864,638

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,864,638

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.84%

 

14       TYPE OF REPORTING PERSON

OO

 

SCHEDULE 13D

 

CUSIP No. 16411R208

 

1.       NAME OF REPORTING PERSON

Icahn Enterprises Holdings L.P.

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

OO

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

14,864,638

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

14,864,638

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,864,638

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.84%

 

14       TYPE OF REPORTING PERSON

PN

 

SCHEDULE 13D

 

CUSIP No. 16411R208

 

1.       NAME OF REPORTING PERSON

Icahn Enterprises G.P. Inc.

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

OO

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

14,864,638

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

14,864,638

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,864,638

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.84%

 

14       TYPE OF REPORTING PERSON

CO

 

SCHEDULE 13D

 

CUSIP No. 16411R208

 

1.       NAME OF REPORTING PERSON

Beckton Corp.

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

OO

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

14,864,638

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

14,864,638

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,864,638

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.84%

 

14       TYPE OF REPORTING PERSON

CO

 

SCHEDULE 13D

 

CUSIP No. 16411R208

 

1       NAME OF REPORTING PERSON

Carl C. Icahn

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

OO

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

14,864,638

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

14,864,638

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,864,638

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.84%

 

14       TYPE OF REPORTING PERSON

IN

 

SCHEDULE 13D

 

This statement constitutes Amendment No. 13 to the Schedule 13D relating to the shares of Common Stock, $0.003 par value (“Shares”), issued by Cheniere Energy, Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on August 6, 2015, as previously amended (collectively, the “Schedule 13D”), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

 

 

Item 5.Interest in Securities of the Issuer

 

Item 5(a) and the first paragraph of Item 5(b) of the Schedule 13D are hereby amended by replacing them in their entirety with the following:

 

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 14,864,638 Shares, representing approximately 5.84% of the Issuer’s outstanding Shares (based upon the 254,397,855 Shares stated to be outstanding as of February 18, 2022 by the Issuer in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 24, 2022).

 

(b) Icahn Master has sole voting power and sole dispositive power with regard to 6,168,896 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 8,695,742 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.

 

 

Item 5(c) of the Schedule 13D is hereby amended by the addition of the following:

 

(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons. Except as otherwise noted below, all such transactions were sales of Shares effected in the open market.

 

 

Name of Reporting Person

Date of

Transaction

Amount of

Securities

Price Per

Share

 

Icahn Partners LP 02/28/2022 (222,110) $133.25
Icahn Partners LP 03/01/2022 (412,187) $131.17
       
Icahn Partners Master Fund LP 02/28/2022 (377,890) $133.18
Icahn Partners Master Fund LP 03/01/2022 (291,781) $131.17

 

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: March 1, 2022

 

ICAHN PARTNERS LP

ICAHN ONSHORE LP

ICAHN PARTNERS MASTER FUND LP

ICAHN OFFSHORE LP

ICAHN CAPITAL LP

IPH GP LLC

BECKTON CORP.

 

By:/s/ Irene March

Name: Irene March

Title: Executive Vice President

 

 

ICAHN ENTERPRISES HOLDINGS L.P.

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES G.P. INC.

 

By:/s/ Ted Papapostolou

Name: Ted Papapostolou

Title: Chief Financial Officer

 

 

 

/s/ Carl C. Icahn

CARL C. ICAHN

 

 

[Signature Page of Amendment No. 13 to Schedule 13D – Cheniere Energy, Inc.]