Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
Cheniere Energy, Inc.
(Name of Issuer)
Common Stock, $0.003 par value
(Title of Class of Securities)
16411R208
(CUSIP Number)
Dennis O. Garris
Alston & Bird LLP
The Atlantic Building
950 F St. NW
Washington DC 20004
(202) 756-3300
Alston & Bird LLP
The Atlantic Building
950 F St. NW
Washington DC 20004
(202) 756-3300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
June 30th, 2009
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240. 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).
CUSIP No. |
16411R208 |
| 1 | NAMES OF REPORTING PERSONS SRM Global Master Fund Limited Partnership |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| WC | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| Cayman Islands | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 0 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 2,650,132 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 0 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 2,650,132 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 2,650,132 | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 4.7%(1) | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| PN | |||||||||||
(1) The percentages used in this Schedule 13D are calculated based upon a total of 56,241,098 shares of common
stock of the Company, par value $0.003 per share, stated to be issued and outstanding as of April 30, 2009, as
reflected in the Company’s Quarterly Report on Form 10-Q filed on May 8, 2009.
CUSIP No. |
16411R208 |
| 1 | NAMES OF REPORTING PERSONS SRM Global Fund General Partner Limited |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| OO | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| Cayman Islands | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 0 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 2,650,132 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 0 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 2,650,132 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 2,650,132 | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 4.7% | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| CO | |||||||||||
CUSIP No. |
16411R208 |
| 1 | NAMES OF REPORTING PERSONS SRM Fund Management (Cayman) Limited |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| OO | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| Cayman Islands | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 0 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 2,650,132 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 0 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 2,650,132 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 2,650,132 | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 4.7% | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| CO | |||||||||||
CUSIP No. |
16411R208 |
| 1 | NAMES OF REPORTING PERSONS Jonathan Wood |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| OO | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| Cayman Islands | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 0 | ||||||||||
| SHARES | 8 | ||||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 2,650,132 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 0 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 2,650,132 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 2,650,132 | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 4.7% | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| IN | |||||||||||
This Amendment No. 5 (“Amendment No. 5”) amends and supplements the statement on Schedule 13D
initially filed on October 19, 2006 (the “Original Filing”) as amended and restated most recently
by the amendment filed on June 12, 2009, to reflect a sale of 871,790 Shares since the last
amendment. Information reported in the Original Filing remains in effect except to the extent that
it is amended, restated or superseded by information contained in this Amendment No. 5. Capitalized
terms used and not defined in this Amendment No. 5 have the meanings set forth in the Original
Filing.
The Schedule 13D is amended to make the following changes to certain items:
ITEM 3. Source and Amount of Funds or Other Consideration
Item 3 is replaced in its entirety with the following:
As of July 6, 2009 the Master Fund is deemed to beneficially own an aggregate of 2,650,132
Shares.
The Master Fund obtained funds to purchase the Shares from its working capital, which includes
funds that had been contributed to the Master Fund by its limited partners. No funds were borrowed
by the Master Fund in order to complete the Share purchases.
The information set forth in Item 4 of the Schedule 13D is incorporated by reference into this
Item 3.
This Amendment No. 5 is being filed to reflect sales by the Master Fund of a total of 871,790
Shares in open market transactions since the last amendment, namely:
| Date | Number of Shares | Price | ||||||
6/9/09
|
(134,000 | ) | $ | 3.97 | ||||
6/10/09
|
(5,090 | ) | $ | 4.00 | ||||
6/11/09
|
(42,100 | ) | $ | 3.97 | ||||
6/12/09
|
(1,100 | ) | $ | 3.86 | ||||
6/15/09
|
(44,200 | ) | $ | 3.51 | ||||
6/16/09
|
(11,800 | ) | $ | 3.57 | ||||
6/17/09
|
(15,400 | ) | $ | 3.03 | ||||
6/18/09
|
(47,000 | ) | $ | 2.84 | ||||
6/19/09
|
(31,500 | ) | $ | 2.87 | ||||
6/22/09
|
(18,500 | ) | $ | 2.84 | ||||
6/23/09
|
(4,200 | ) | $ | 2.80 | ||||
6/24/09
|
(2,200 | ) | $ | 2.80 | ||||
6/25/09
|
(50,000 | ) | $ | 2.86 | ||||
6/26/09
|
(140,800 | ) | $ | 2.97 | ||||
6/29/09
|
(14,700 | ) | $ | 2.93 | ||||
6/30/09
|
(63,700 | ) | $ | 2.83 | ||||
7/01/09
|
(142,200 | ) | $ | 2.91 | ||||
7/06/09
|
(103,300 | ) | $ | 2.75 | ||||
ITEM 5. Interest in Securities of the Issuer
Item 5 is amended and restated as follows:
(a)-(b) The Master Fund directly beneficially owns 2,650,132 Shares, representing 4.7% of the
outstanding Common Stock of the Issuer. The General Partner is the general partner of the Master
Fund, and accordingly, the General Partner has the power to cause the Master Fund to vote, or to
dispose of, securities which that entity beneficially owns. The Investment Manager is the
investment manager of the Master Fund, and accordingly, the Investment Manager has the power to
cause the Master Fund to vote, or to dispose of, securities which that entity beneficially owns.
Jonathan Wood is a director and majority owner of the Investment Manager. Therefore, for purposes
of Section 13 of the Securities Exchange Act of 1934, as amended, (i) the Master Fund is the
beneficial owner of, with shared voting and dispositive power over, a total of 2,650,132 Shares and
(ii) each of the General Partner, the Investment Manager and Jonathan Wood is the beneficial owner
of, with shared voting and dispositive power over, a total of 2,650,132 Shares.
Based upon the information as to outstanding shares as at April 30, 2009 contained in the
Company’s Report on Form 10-Q for the period ended March 31, 2009, the Shares of which each of the
Master Fund, the General Partner, the Investment Manager and Jonathan Wood is the beneficial owner
constitute 4.7% of the outstanding Shares.
| (c) | Other than as reported in Item 3, the Reporting Persons have not engaged in any transactions in the Shares. | |
| (e) | On July 1, 2009, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Common Stock of the Issuer. |
ITEM 7. Materials to be Filed as Exhibits
Item 7 is amended by adding the following at the end thereof:
| Exhibit | ||
| Number | Description | |
3
|
Joint Filing Agreement, dated as of July 7, 2009, among SRM Global Master Fund Limited Partnership, SRM Global Fund General Partner Limited, SRM Fund Management (Cayman) Limited and Jonathan Wood. |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints each of Andrew Mortimer, David W. Bernstein and Philippe Y. Blanchard his true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution, to sign in any and
all capacities any and all amendments to this Statement on Schedule 13D and to file these
amendments and all exhibits to them with the Securities and Exchange Commission, granting to such
attorneys-in-fact and agents, and each of them, full power and authority to do all other acts and
execute all other documents that they, or any of them, deem necessary or desirable in connection
with the foregoing, as fully as the undersigned might or could do in person.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: July 7, 2009
| SRM GLOBAL MASTER FUND LIMITED PARTNERSHIP |
||||
| By: | SRM Global Fund General Partner Limited, | |||
| its General Partner | ||||
| By: | /s/ Andrew Mortimer | |||
| Name: | Andrew Mortimer | |||
| Title: | Authorised Signatory | |||
| SRM GLOBAL FUND GENERAL PARTNER LIMITED |
||||
| By: | /s/ Andrew Mortimer | |||
| Name: | Andrew Mortimer | |||
| Title: | Authorised Signatory | |||
| SRM FUND MANAGEMENT (CAYMAN) LIMITED |
||||
| By: | /s/ Andrew Mortimer | |||
| Name: | Andrew Mortimer | |||
| Title: | Director | |||
| JONATHAN WOOD |
||||
| By: | /s/ Jonathan Wood | |||
| Name: | Jonathan Wood | |||
INDEX TO EXHIBITS
| Exhibit | ||
| Number | Description | |
3
|
Joint Filing Agreement, dated as of July 7, 2009, among SRM Global Master Fund Limited Partnership, SRM Global Fund General Partner Limited, SRM Fund Management (Cayman) Limited and Jonathan Wood. |