UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)*

CHENIERE ENERGY PARTNERS LP

HOLDINGS, LLC

(Name of Issuer)

Common Shares

(Title of Class of Securities)

I6411W108

(CUSIP Number)

Michael J. Wortley

700 Milam Street

Suite 1900

Houston, Texas 77002

(713) 375-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 2, 2018

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report this 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:  ☐

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 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.

SCHEDULE 13D

SCHEDULE 13D

Explanatory Note

This Amendment No. 9 to Schedule 13D amends and supplements the information set forth in the Schedule 13D filed by Cheniere Energy, Inc. with the United States Securities and Exchange Commission on December 20, 2013, as amended by Amendment No. 1 to Schedule 13D filed on November 19, 2014, as amended and restated in its entirety by Amendment No. 2 to Schedule 13D filed on May 13, 2016, as amended by Amendment No. 3 to Schedule 13D filed on August 12, 2016, as amended by Amendment No. 4 to Schedule 13D filed on September 30, 2016, as amended by Amendment No. 5 to Schedule 13D filed on December 9, 2016, as amended by Amendment No. 6 to Schedule 13D filed on December 20, 2016, as amended by Amendment No. 7 to Schedule 13D filed on December 22, 2016, and as further amended by Amendment No. 8 to Schedule 13D filed on May 1, 2018 (collectively, the “Schedule 13D”).

Except as set forth herein, this Amendment No. 9 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended by adding the following paragraph:

On May 2, the Reporting Person acquired 3,436,428 Common Shares of the Issuer in a privately negotiated transaction with Adage Capital Partners LP (“Adage Capital”) pursuant to a share purchase and exchange agreement dated May 2, 2018 (the “Adage Capital SPA”). The Reporting Person agreed to purchase, and Adage Capital agreed to sell, 3,436,428 Common Shares of the Issuer in exchange for unregistered shares of Cheniere Stock at an exchange ratio of 0.4780 shares of Cheniere Stock for each Common Share of the Issuer.

Item 4. Purpose of the Transaction.

Item 4 is hereby amended by adding the information set forth in Items 3, 5 and 6 of this Amendment No. 9 to Schedule 13D by incorporation by reference in its entirety into this Item 4.

Item 5. Interests in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a) Following the acquisition reported in Item 3, Cheniere Energy is the record and beneficial owner of 206,924,283 Common Shares, which in the aggregate represents approximately 89.3% of the outstanding Common Shares. Cheniere Energy also possesses the sole director voting share of the Issuer, and will therefore be able to amend the Issuer’s limited liability company agreement and elect and remove the members of its board of directors.

The filing of this Schedule 13D shall not be construed as an admission by the Reporting Person that, for the purpose of Section 13(d) or 13(g) of the Act, it is the beneficial owner of any securities covered by this Schedule 13D other than securities owned of record by such Reporting Person.

Except as indicated in this Item 5 or as set forth in Exhibit 99.1, neither the Reporting Person nor, to the best of its knowledge, any of the persons named in Exhibit 99.1 to this Schedule 13D owns beneficially, or has any right to acquire, directly or indirectly, any Common Shares.

(b) Following the acquisition reported in Item 3, Cheniere Energy has the sole power to vote or dispose of, or direct the voting or disposition of, 206,924,283 Common Shares, representing approximately 89.3% of the Common Shares outstanding. As noted above, Cheniere Energy also owns the sole director voting share of the Issuer.

SCHEDULE 13D

(c) Except as otherwise described herein, the Reporting Person has not entered into any transactions in the Issuer’s securities effected since Amendment No. 8 to Schedule 13D.

(d) No person other than the Reporting Person has the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the Common Shares being reported on this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended by adding the following paragraph:

On May 2, 2018, the Reporting Person entered into the Adage Capital SPA with Adage Capital pursuant to which the Reporting Person agreed to purchase, and Adage Capital agreed to sell, 3,436,428 Common Shares of the Issuer in exchange for unregistered shares of Cheniere Stock, at an exchange ratio of 0.4780 shares of Cheniere Stock for each Common Share of the Issuer.

Item 7. Material to be Filed as Exhibits.

SCHEDULE 13D

SIGNATURES

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

May 2, 2018

Exhibit 99.11

This SHARE PURCHASE AND EXCHANGE AGREEMENT, dated as of May 2, 2018 (this “Agreement”), is entered into by and between Cheniere Energy, Inc., a Delaware corporation (the “Company”), and Adage Capital Partners LP, a Delaware Limited Partnership (“Investor”).

RECITALS

WHEREAS, Investor owns and desires to sell, and the Company desires to purchase, the number of common shares representing limited liability company interests in Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (“CQH”), set forth below Investor’s name on the signature page to this Agreement (such shares, the “CQH Shares”) in exchange for 1,642,612 shares of common stock, par value $0.003 per share, of the Company (the “CEI Shares”), representing an exchange ratio of 1 CQH Share for approximately 0.4780 CEI Shares, on the terms and subject to the conditions set forth herein; and

WHEREAS, the Company and Investor are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”);

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties herby agree as follows:

ARTICLE I

SHARE PURCHASE AND EXCHANGE; CLOSING

Section 1.1     Share Purchase and Exchange. Investor hereby agrees to, and hereby does, sell, transfer, convey, assign and deliver the CQH Shares to the Company, free and clear of all liens, and in consideration therefor, the Company agrees to, and hereby does, issue to Investor the CEI Shares.

Section 1.2     Closing.

(a)    The closing (the “Closing”) of the transactions contemplated by this Agreement will be held at the offices of Sullivan & Cromwell, LLP, 125 Broad Street, New York, New York 10004, substantially concurrently with the execution of this Agreement.

(b)    At the Closing:

(i)    the Investor will deliver, or cause to be delivered, the CQH Shares to the Company and an executed stock power related thereto; and

(ii)    the Company will issue and deliver, or cause its transfer agent and registrar, Computershare Trust Company, N.A. (the “CEI Transfer Agent”), to issue and deliver, the CEI Shares to the Investor.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1     Representations and Warranties of the Company.

The Company represents and warrants to Investor that:

(a)    The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to enter into and perform its obligations under this Agreement.

(b)    The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of the Company, and this Agreement is a valid and binding obligation of the Company.

(c)    The CEI Shares are duly authorized and, when issued pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable.

(d)    The Company confirms that neither it nor any of its directors, officers or affiliates has provided Investor or its agents or counsel with any information that constitutes or might constitute material non-public information (other than the existence and terms of the issuance of the CEI Shares contemplated by this Agreement).

Section 2.2     Representations and Warranties of Investor.

Investor represents and warrants to the Company that:

(a)    Investor is duly organized and validly existing under the laws of the state of its incorporation or organization and has all requisite power and authority to enter into and perform its obligations under this Agreement.

(b)    The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Investor, and this Agreement is a valid and binding obligation of Investor.

(c)    Investor has good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, and upon delivery of the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Company.

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(d)    Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act.

(e)    Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Shares, and has so evaluated the merits and risk of such investment.

(f)    Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company and its affiliates not known to Investor that may impact the value of the CEI Shares and CQH shares and that the Company is not disclosing any such information to Investor.

(g)    Investor acknowledges and understands, based on its knowledge, sophistication and experience in business and financial matters, the disadvantage to which Investor is subject due to the disparity of information between the Company and Investor, including the disparity of information created by the non-disclosure of any material non-public information regarding the Company and its affiliates. Notwithstanding such disparity, Investor has deemed it appropriate to enter into this Agreement and consummate the transactions contemplated hereby.

(h)    Investor is not purchasing the CEI Shares as a result of any form of general solicitation or general advertising as such terms are used in Rule 502 under the Securities Act.

(i)    Investor understands and agrees that the CEI Shares constitute “restricted securities” under the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances pursuant to an exemption from such registration in compliance with applicable federal and state securities laws.

ARTICLE III

TRANSFER RESTRICTIONS; REGISTRATION RIGHTS

Section 3.1    Restrictions. The Company and Investor agree that the CEI Shares will be uncertificated and that any book entries recording the ownership of the CEI Shares in the transfer books of the Company maintained by the Company or the CEI Transfer Agent will bear the following legend:

“THE SECURITIES REPRESENTED BY THIS BOOK ENTRY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE

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SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.”;

provided, that such legend shall not be required (i) while a registration statement covering the resale of the CEI Shares is effective under the Securities Act, (ii) following any sale of the CEI Shares pursuant to Rule 144 under the Securities Act if Investor provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the CEI Shares can be sold under Rule 144 of the Securities Act or (iii) if Investor provides the Company with a legal opinion reasonably acceptable to the Company to the effect that such legend is no longer required under applicable requirements of the Securities Act. The Company will instruct the CEI Transfer Agent to place “stop transfer” instructions against a transfer of the CEI Shares while the aforementioned legending requirement is in effect.

Section 3.2    Registration Rights. As a condition and inducement to Investor’s willingness to enter into this Agreement, the Company agrees to register the CEI Shares on a continuous basis pursuant to a shelf registration statement in accordance with applicable securities laws on the terms, and subject to the conditions, set forth in Exhibit A to this Agreement.

ARTICLE IV

MISCELLANEOUS

Section 4.1    Non-Public Information. Investor agrees that none of the Company or its directors, officers, employees and affiliates shall have any liability to Investor or its directors, officers, affiliates, principals, stockholders, partners, employees and agents whatsoever due to or in connection with the Company’s non-disclosure of any material non-public information that it or its directors, officers, employees and affiliates may be in possession of, and Investor hereby irrevocably waives any claim that it and, to the extent permitted by applicable law, contract or otherwise, its directors, officers, affiliates, principals, stockholders, partners, employees and agents might have based on the failure of the Company to disclose any such information.

Section 4.2    Notices. Any notice, request, instruction or other document to be given hereunder by any party to the others shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by facsimile, email or overnight courier:

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(a)    if to the Company, to:

Cheniere Energy, Inc.

700 Milam Street, Suite 1900

Houston, TX 77002

with a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

(b)    if to Investor, to:

Adage Capital Management LP

200 Clarendon St, 52^nd St

Boston, MA 02116

with a copy to:

Dan Lehan, COO

or to such other persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving party upon actual receipt, if delivered personally; three (3) business days after deposit in the mail, if sent by registered or certified mail; upon confirmation of successful transmission if sent by facsimile or email (provided that if given by facsimile or email such notice, request, instruction or other document shall be followed up within one business day by dispatch pursuant to one of the other methods described herein); or on the next business day after deposit with an overnight courier, if sent by an overnight courier.

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Section 4.3     Further Assurances. Each party hereto shall do and perform and execute and deliver, or cause to be done and performed or executed and delivered (including, to the extent necessary, by causing CQH to do and perform or execute and deliver), all further acts and all other agreements, certificates, book entries, instruments, instructions and documents as may be necessary or as any other party hereto or the CEI Transfer Agent or the transfer agent of CQH may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 4.4     Amendments and Waivers. Any provision of this Agreement may be amended if, but only if, such amendment is in writing and is duly executed and delivered by the Company and Investor. Any provision of this Agreement may be waived by the party entitled to the benefit thereof, but only by a writing signed by such party. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 4.5     Fees and Expenses. Except as otherwise provided in Exhibit A, each party hereto shall pay all of its own fees and expenses (including attorneys’ fees) incurred in connection with this Agreement and the transactions contemplated hereby.

Section 4.6     Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto.

Section 4.7     Governing Law and Venue; Waiver of Jury Trial. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the law of the State of Delaware without regard to the conflicts of law principles thereof to the extent that such principles would direct a matter to another jurisdiction. Each party to this Agreement agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement exclusively in the courts of the State of Delaware and the Federal courts of the United States of America located in the State of Delaware (the “Chosen Courts”), and solely in connection with claims arising under this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party to this Agreement and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 4.2. Each party to this Agreement irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement.

Section 4.8     Entire Agreement. This Agreement (including the exhibits hereto) constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties and/or their affiliates with respect to the subject matter of this Agreement.

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Section 4.9     Counterparts; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument. No provision of this Agreement shall confer upon any person other than the parties hereto any rights or remedies hereunder.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

[Signature Page to Share Purchase and Exchange Agreement]

Exhibit A

Registration Rights

Exhibit A

Registration Rights

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