UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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. Street N.W.
Washington, D.C. 20004
202-756-3300
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
22nd September, 2008
 
(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 BOX 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   4,246,605
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    4,246,605
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  4,246,605
     
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):
   
  8.38%(1)*
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN
(1) The percentages used in this Schedule 13D are calculated based upon a total of 50,692,153 shares of common stock of the Company, par value $0.003 per share (“Shares”), stated to be issued and outstanding as of July 31, 2008, as reflected in the Company’s Quarterly Report on Form 10-Q filed on August 11, 2008.
(*) See explanatory note.

 

                     
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 BOX 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   4,246,605
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    4,246,605
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  4,246,605
     
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):
   
  8.38%*
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
(*) See explanatory note.

 

                     
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 BOX 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   4,246,605
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    4,246,605
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  4,246,605
     
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):
   
  8.38%*
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
(*) See explanatory note.

 

 

           
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)
   
  00
     
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   4,246,605
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    4,246,605
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,246,605
     
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
   
  8.38%*
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
(*) See explanatory note.

 

     Explanatory Note: On the date of the last amendment to this Schedule 13D (dated November 7, 2006), the Master Fund owned 5,246,605 Shares which represented 9.5% of the outstanding Shares. Since then, according to the Issuer’s publicly filed reports with the SEC, the Issuer repurchased Shares which caused the Master Fund’s 5,246,605 Shares to represent 11.09% of the outstanding Shares as of July 31, 2007. 1 On April 30, 2007, according to the Issuer’s Form 10-Q for the quarter ended March 31, 2007, the Master Fund’s 5,246,605 Shares represented 11.0% of the outstanding Shares of the Issuer due to the Issuer issuing additional Shares. According to the Issuer’s public filings with the SEC, the Issuer issued Shares after that date and, as of September 21, 2008, the Master Fund’s 5,246,605 Shares represented 10.3% of the Issuer’s outstanding shares.2 Since the date of the last amendment to this Schedule 13D, the Master Fund has not acquired nor disposed of any Shares except as reported below. The changes in the Master Fund’s percentage ownership were due entirely to the Issuer changing the number of its outstanding Shares.
     This Amendment No. 2 (“Amendment No. 2”) 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 November 7, 2006 to reflect a sale of 1 million Shares on September 22, 2008. 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. 2. Capitalized terms used and not defined in this Amendment No. 2 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 October 3, 2008 the Master Fund is deemed to beneficially own an aggregate of 4,246,605 Shares. As of October 3, 2008, the aggregate purchase price for the 4,246,605 Shares that the Reporting Persons is deemed to beneficially own is $138,870,295.
     The Master Fund obtained funds to make the purchases of Shares described below 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 described below.
     The information set forth in Item 4 of this Schedule 13D is incorporated by reference into this Item 3.
     This Schedule 13D is being filed to reflect sales by the Master Fund of a total of 1,000,000 Shares in the last 60 days in open market transactions, namely:
         
Date   Number of Shares   Price
September 22, 2008   1,000,000   $2.83
ITEM 5. Interest in Securities of the Issuer
Item 5 is amended and restated as follows:
(a)-(b) The Master Fund directly beneficially owns 4,246,605 Shares, representing 8.38% 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 4,246,605 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 4,246,605 Shares.
     Based upon the information as to outstanding shares as at July 31, 2008 contained in the Company’s Report on Form 10-Q for the period ended June 30, 2008 filed on August 11, 2008, the Shares of which each of the Master Fund, the General Partner and the Investment Manager is the beneficial owner constitute 8.38% of the outstanding Shares.
(c) Other than as reported in Item 3, the Reporting Persons have not engaged in any transactions in the Shares.
 
1   Based on 47,275,468 outstanding Shares of the Issuer as stated in its Form 10-Q for the quarter ended June 30, 2007 filed on August 8, 2007.
 
2   Based on 50,692,153 outstanding Shares of the Issuer as stated in its Form 10-Q for the quarter ended June 30, 2008 filed on August 11, 2008.

 

 

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Item 7 is amended by adding the following at the end thereof:
     
Exhibit    
Number   Description
2
  Joint Filing Agreement, dated as of October 3, 2008, 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 Philip Price, 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: October 5, 2008
         
  SRM GLOBAL MASTER FUND LIMITED PARTNERSHIP  
 
  By:   SRM Global Fund General Partner Limited,  
    its General Partner   
       
  By:   /s/ Philip Price    
    Name:   Philip Price   
    Title:   Authorised Signatory   
 
  SRM GLOBAL FUND GENERAL PARTNER LIMITED
 
  By:   /s/ Philip Price    
    Name:   Philip Price   
    Title:   Authorised Signatory   
 
  SRM FUND MANAGEMENT (CAYMAN) LIMITED
 		  
  By:   /s/ Philip Price    
    Name:   Philip Price   
    Title:   Director   
 
  JONATHAN WOOD
 		  
  By:   /s/ Jonathan Wood    
       
       

 

 

         
INDEX TO EXHIBITS
     
Exhibit    
Number   Description
2
  Joint Filing Agreement, dated as of October 5, 2008, among SRM Global Master Fund Limited Partnership, SRM Global Fund General Partner Limited, SRM Fund Management (Cayman) Limited and Jonathan Wood.