-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HfuGOreEBIwt+4Yf25/uB9BtU33efwlQ7YaeD8M64qW8rWwxyoX84bRYHYb4vCe7 2Y2Ogil8DObO+TCiRjZ60Q== 0000893750-07-000310.txt : 20070806 0000893750-07-000310.hdr.sgml : 20070806 20070806164530 ACCESSION NUMBER: 0000893750-07-000310 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070806 DATE AS OF CHANGE: 20070806 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHENIERE ENERGY INC CENTRAL INDEX KEY: 0000003570 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 954352386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46413 FILM NUMBER: 071028370 BUSINESS ADDRESS: STREET 1: 700 MILAM ST. STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7133755000 MAIL ADDRESS: STREET 1: 700 MILAM ST. STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: BEXY COMMUNICATIONS INC DATE OF NAME CHANGE: 19940314 FORMER COMPANY: FORMER CONFORMED NAME: ALL AMERICAN GROUP OF DELAWARE INC DATE OF NAME CHANGE: 19931004 FORMER COMPANY: FORMER CONFORMED NAME: ALL AMERICAN BURGER INC DATE OF NAME CHANGE: 19931004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pendragon Capital LLP CENTRAL INDEX KEY: 0001353790 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4 CORK STREET CITY: LONDON STATE: X0 ZIP: W1S 3LG BUSINESS PHONE: 020 7479 4245 MAIL ADDRESS: STREET 1: 4 CORK STREET CITY: LONDON STATE: X0 ZIP: W1S 3LG SC 13G 1 schedule13g.txt SCHEDULE 13G OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response. . . 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* Cheniere Energy, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.003 Per Share - ------------------------------------------------------------------------------- (Title of Class of Securities) 16411R208 - ------------------------------------------------------------------------------- (CUSIP Number) July 26, 2007 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /x/ Rule 13d-1(c) / / Rule 13d-1(d) *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 the 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). Page 1 of 9 Pages Exhibit List: Page 8 - ------------------------------------------------------------------------------- CUSIP No. 16411R208 13G Page 2 of 9 Pages - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 1. Name of Reporting Person: I.R.S. Identification Nos. of above persons (entities only): Pendragon Capital LLP - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) / / (b) /x/ - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Citizenship or Place of Organization: United Kingdom - ------------------------------------------------------------------------------- 5. Sole Voting Power: 2,943,090 ------------------------------------------------------ NUMBER OF SHARES 6. Shared Voting Power: 0 BENEFICIALLY OWNED BY EACH REPORTING ------------------------------------------------------ PERSON WITH 7. Sole Dispositive Power: 2,943,090 ------------------------------------------------------ 8. Shared Dispositive Power: 0 - ------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,943,090 - ------------------------------------------------------------------------------- 10.Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / - ------------------------------------------------------------------------------- 11.Percent of Class Represented by Amount in Row (9): 6.23% - ------------------------------------------------------------------------------- 12.Type of Reporting Person (See Instructions): OO - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------ ------ CUSIP No. 16411R208 13G Page 3 of 9 Pages - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 1. Name of Reporting Person: I.R.S. Identification Nos. of above persons (entities only): Pendragon (Master) Fund Ltd. - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) / / (b) /x/ - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Citizenship or Place of Organization: Cayman Islands - ------------------------------------------------------------------------------- 5. Sole Voting Power: 2,465,578 ------------------------------------------------------ NUMBER OF SHARES 6. Shared Voting Power: 0 BENEFICIALLY OWNED BY BY EACH REPORTING ------------------------------------------------------ PERSON WITH 7. Sole Dispositive Power: 2,465,578 ------------------------------------------------------ 8. Shared Dispositive Power: 0 - ------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,465,578 - ------------------------------------------------------------------------------- 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / - ------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9): 5.22% - ------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions): OO - ------------------------------------------------------------------------------- Page 4 of 9 Pages Item 1(a). Name of Issuer: Cheniere Energy, Inc. (the "Issuer") Item 1(b). Address of Issuer's Principal Executive Offices: 700 Milam Street, Suite 800, Houston, Texas 77002 Item 2(a). Name of Person Filing: This statement is filed on behalf of Pendragon Capital LLP ("Pendragon Capital") and Pendragon (Master) Fund Ltd. ("Pendragon (Master) Fund"). This statement relates to Shares (as defined herein) held by Pendragon (Master) Fund and another fund for which Pendragon Capital serves as investment manager (together, the "Funds"). Pursuant to management agreements between the Funds and Pendragon Capital, Pendragon Capital may be deemed to have voting and dispositive power over the Shares held by the Funds and may therefore be deemed to be the beneficial owner of such Shares. Pendragon (Master) Fund may be deemed to have voting and dispositive power over the Shares it holds and may therefore be deemed to be the beneficial owner of such Shares. Item 2(b). Address of Principal Business Office or, if None, Residence: Berkeley Square House, 4-19 Berkeley Square, London W1J 6BR, United Kingdom Item 2(c). Citizenship: Pendragon Capital is a limited liability partnership organized under the laws of the United Kingdom. Pendragon (Master) Fund is a limited liability company organized under the laws of the Cayman Islands. Item 2(d). Title of Class of Securities: Common Stock, par value $.003 per share (the "Shares") Item 2(e). CUSIP Number: 16411R208 Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) / / Broker or dealer registered under Section 15 of the Exchange Act; (b) / / Bank as defined in section 3(a)(6) of the Exchange Act; (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act; Page 5 of 9 Pages (d) / / Investment company registered under Section 8 of the Investment Company Act of 1940; (e) / / An investment adviser in accordance with Rule 13d-1(b) (1)(ii)(E); (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) / / A savings association as defined in Section 3(b)of the Federal Deposit Insurance Act; (i) / / 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; or (j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount beneficially owned: As of August 2, 2007, Pendragon Capital may be deemed to be the beneficial owner of the aggregate 2,943,090 Shares held by the Funds. These 2,943,090 Shares consist of 2,465,578 Shares held by Pendragon (Master) Fund and 477,512 Shares held by another Fund. As of August 2, 2007, Pendragon (Master) Fund may be deemed to be the beneficial owner of the 2,465,578 Shares it held. (b) Percent of class: Based on the Issuer having 47,274,148 Shares outstanding as of July 26, 2007 (as reported in the Current Report on Form 8-K filed by the Issuer on July 26, 2007), as of August 2, 2007, (i) Pendragon Capital may be deemed to be the beneficial owner of approximately 6.23% of the total number of Shares outstanding (consisting of approximately 5.22% held by Pendragon (Master) Fund and approximately 1.01% held by another Fund); and (ii) Pendragon (Master) Fund may be deemed to be the beneficial owner of approximately 5.22% of the total number of Shares outstanding. (c) Number of shares as to which the reporting person has: Pendragon Capital (i) Sole power to vote or to direct the vote: 2,943,090 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,943,090 Page 6 of 9 Pages (iv) Sole power to dispose or to direct the disposition of: 0 Pendragon (Master) Fund (i) Sole power to vote or to direct the vote: 2,465,578 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,465,578 (iv) Sole power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof each of the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. The investors in the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by the Funds in accordance with their ownership interests in the Funds. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below each of the reporting persons certifies that, to the best of such reporting person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 7 of 9 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 6, 2007 PENDRAGON CAPITAL LLP By: /s/ Kaveh Sheibani ----------------------------------- Name: Kaveh Sheibani Title: Partner PENDRAGON (MASTER) FUND LTD. By: PENDRAGON CAPITAL LLP, as Investment Manager By: s/ Kaveh Sheibani ----------------------------------- Name: Kaveh Sheibani Title: Partner Page 8 of 9 Pages EXHIBIT LIST Page No. -------- A. Joint Filing Agreement, dated as of August 6, 2007, by and between Pendragon Capital LLP and Pendragon (Master) Fund Ltd..................................................... 9 Page 9 of 9 Pages EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock of Cheniere Energy, Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of August 6, 2007. Dated: August 6, 2007 PENDRAGON CAPITAL LLP By: /s/ Kaveh Sheibani ----------------------------------- Name: Kaveh Sheibani Title: Partner PENDRAGON (MASTER) FUND LTD. By: PENDRAGON CAPITAL LLP, as Investment Manager By: /s/ Kaveh Sheibani ----------------------------------- Name: Kaveh Sheibani Title: Partner -----END PRIVACY-ENHANCED MESSAGE-----