UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. __)*
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Cheniere Energy, Inc.
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(Name of Issuer)
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Common Stock, $.003 par value
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(Title of Class of Securities)
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16411R208
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(CUSIP Number)
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December 31, 2017
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(Date of Event Which Requires Filing of this Statement)
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1.
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Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)
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Kensico Capital Management Corp.
13-4079277
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|||
2.
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Check the Appropriate Box
if a Member of a Group
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(a) [ ]
(b) [ ]
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|||
3.
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SEC Use Only
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||||
4.
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Citizenship or Place
of Organization
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Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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5.
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Sole Voting Power
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-0-
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||
6.
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Shared Voting Power
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12,241,100
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7.
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Sole Dispositive Power
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-0-
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8.
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Shared Dispositive Power
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12,241,100
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|||
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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12,241,100
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|||
10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
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|||
11.
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Percent of Class Represented by Amount in
Row (9)
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5.2%
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12.
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Type of Reporting Person
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CO, IA
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1.
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Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)
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Michael B. Lowenstein
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2.
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Check the Appropriate Box
if a Member of a Group
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(a) [ ]
(b) [ ]
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|||
3.
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SEC Use Only
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||||
4.
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Citizenship or Place
of Organization
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United States
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|||
Number of Shares Beneficially Owned by Each Reporting Person With
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5.
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Sole Voting Power
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-0-
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||
6.
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Shared Voting Power
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12,241,100
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|||
7.
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Sole Dispositive Power
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-0-
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|||
8.
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Shared Dispositive Power
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12,241,100
|
|||
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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12,241,100
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|||
10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
|
|||
11.
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Percent of Class Represented by Amount in
Row (9)
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5.2%
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|||
12.
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Type of Reporting Person
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IN, HC
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1.
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Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)
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Thomas J. Coleman
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|||
2.
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Check the Appropriate Box
if a Member of a Group
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(a) [ ]
(b) [ ]
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|||
3.
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SEC Use Only
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||||
4.
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Citizenship or Place
of Organization
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United States
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|||
Number of Shares Beneficially Owned by Each Reporting Person With
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5.
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Sole Voting Power
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-0-
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||
6.
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Shared Voting Power
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12,241,100
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|||
7.
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Sole Dispositive Power
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-0-
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|||
8.
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Shared Dispositive Power
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12,241,100
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|||
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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12,241,100
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|||
10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
|
|||
11.
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Percent of Class Represented by Amount in
Row (9)
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5.2%
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|||
12.
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Type of Reporting Person
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IN, HC
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This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
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(i) Kensico Capital Management Corp. ("KCM");
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(ii) Michael Lowenstein ("Mr. Lowenstein"); and
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(iii) Thomas J. Coleman ("Mr. Coleman").
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The Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 1.
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KCM is a registered investment adviser to certain affiliated funds (the "Funds") that directly hold the shares of Common Stock to which this statement relates for the benefit of their respective investors, and in such capacity KCM has voting and dispositive power over such shares. Mr. Lowenstein and Mr. Coleman are the Co-Presidents of KCM.
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
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(c)
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[ ]
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.78c).
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[X]
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An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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[ ]
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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[ ]
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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).
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(j)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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[ ]
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If this statement is filed pursuant to §240.13d-1(c), check this box.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company: Not Applicable
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KENSICO CAPITAL MANAGEMENT CORP. | |||
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By:
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/s/ Michael B. Lowenstein | |
Name: Michael B. Lowenstein | |||
Authorized Signatory | |||
MICHAEL B. LOWENSTEIN | |||
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By:
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/s/ Michael B. Lowenstein | |
THOMAS J. COLEMAN | |||
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By:
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/s/ Thomas J. Coleman | |
KENSICO CAPITAL MANAGEMENT CORP. | |||
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By:
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/s/ Michael B. Lowenstein | |
Name: Michael B. Lowenstein | |||
Authorized Signatory | |||
MICHAEL B. LOWENSTEIN | |||
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By:
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/s/ Michael B. Lowenstein | |
THOMAS J. COLEMAN | |||
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By:
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/s/ Thomas J. Coleman | |