Abu Dhabi Investment Authority SC 13G/A Cheniere Energy / Abu Dhabi Investment Authority ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Cheniere Energy, Inc.

(Name of Issuer)

Common Stock, par value $0.003 per share

(Titles of Class of Securities)

16411R208

(CUSIP Number)

December 31, 2020

(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)

☒ 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 disclosures provided in a prior cover page.

The information required in 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, as amended (the “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

13G/A

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1	NAMES OF REPORTING PERSONS
	Abu Dhabi Investment Authority

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	The Emirate of Abu Dhabi, United Arab Emirates

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			9,640,443

		6	SHARED VOTING POWER
			-0-

		7	SOLE DISPOSITIVE POWER
			9,634,643

		8	SHARED DISPOSITIVE POWER
			5,800

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,640,443

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.82% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on a total of 252,274,015 shares of Common Stock outstanding as of October 30, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020.

Item 1(a).

Name of Issuer:

Cheniere Energy, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

700 Milam Street, Suite 1900

Houston, Texas 77002

Item 2(a).

Name of Person Filing:

Abu Dhabi Investment Authority

Item 2(b).

Address of Principal Business Office or, if none, Residence:

211 Corniche Street

P.O. Box 3600

Abu Dhabi, United Arab Emirates 3600

Item 2(c).

Citizenship:

Abu Dhabi Investment Authority (ADIA) is a public institution established by the Government of the Emirate of Abu Dhabi in 1976 as an independent investment institution. ADIA is a public institution wholly owned by the Emirate of Abu Dhabi and is subject to its supervision.

Item 2(d).

Titles of Classes of Securities:

Common Stock, $0.003 par value per share

Item 2(e).

CUSIP Number:

16411R208

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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(n):

(a)

☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

(b)

☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)

☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)

☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).

(i)

☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).

(j)

☐ Non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J).

(k)

☐ Group in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership

	(a)	Amount Beneficially Owned:

		See response to Item 9 on cover page.

	(b)	Percent of Class:

		See response to Item 11 on cover page.

	(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote:

		See response to Item 5 on cover page.

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	(ii)	Shared power to vote or to direct the vote:

		See response to Item 6 on cover page.

	(iii)	Sole power to dispose or to direct the disposition of:

		See response to Item 7 on cover page.

	(iv)	Shared power to dispose or to direct the disposition of:

		See response to Item 8 on cover page.

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 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.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

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 I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under §240.14a-11.

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SIGNATURE

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: February 10, 2021

	ABU DHABI INVESTMENT AUTHORITY

	/s/ Salem Khamis Saeed Khamis AlDarmaki
	By: Salem Khamis Saeed Khamis AlDarmaki
	Title: Authorized Signatory

	/s/ Khaled Mohamed Abul Husain AlKhajeh
	By: Khaled Mohamed Abul Husain AlKhajeh
	Title: Authorized Signatory

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Abu Dhabi Investment Authority SC 13G/ACheniere Energy / Abu Dhabi Investment Authority ownership change