Washington, D.C. 20549
(Amendment No. 14)*
Cheniere Energy, Inc.
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 Section 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 Rule 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).
SCHEDULE 13D
CUSIP No. 16411R208
1. NAME OF
REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE
ONLY
4 SOURCE
OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7 SOLE VOTING
POWER
5,044,957
8 SHARED
VOTING POWER
0
9 SOLE DISPOSITIVE
POWER
5,044,957
10 SHARED
DISPOSITIVE POWER
0
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,044,957
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.98%
14 TYPE OF
REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 16411R208
1. NAME OF
REPORTING PERSON
Icahn Offshore LP
2 CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE
ONLY
4 SOURCE
OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7 SOLE VOTING
POWER
0
8 SHARED
VOTING POWER
5,044,957
9 SOLE DISPOSITIVE
POWER
0
10 SHARED
DISPOSITIVE POWER
5,044,957
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,044,957
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.98%
14 TYPE OF
REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 16411R208
1. NAME OF
REPORTING PERSON
Icahn Partners LP
2 CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE
ONLY
4 SOURCE
OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7 SOLE VOTING
POWER
7,088,364
8 SHARED
VOTING POWER
0
9 SOLE DISPOSITIVE
POWER
7,088,364
10 SHARED
DISPOSITIVE POWER
0
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,088,364
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.79%
14 TYPE OF
REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 16411R208
1. NAME OF
REPORTING PERSON
Icahn Onshore LP
2 CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE
ONLY
4 SOURCE
OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7 SOLE VOTING
POWER
0
8 SHARED
VOTING POWER
7,088,364
9 SOLE DISPOSITIVE
POWER
0
10 SHARED
DISPOSITIVE POWER
7,088,364
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,088,364
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.79%
14 TYPE OF
REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 16411R208
1. NAME OF
REPORTING PERSON
Icahn Capital LP
2 CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE
ONLY
4 SOURCE
OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7 SOLE VOTING
POWER
0
8 SHARED
VOTING POWER
12,133,321
9 SOLE DISPOSITIVE
POWER
0
10 SHARED
DISPOSITIVE POWER
12,133,321
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,133,321
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.77%
14 TYPE OF
REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 16411R208
1. NAME OF
REPORTING PERSON
IPH GP LLC
2 CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE
ONLY
4 SOURCE
OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7 SOLE VOTING
POWER
0
8 SHARED
VOTING POWER
12,133,321
9 SOLE DISPOSITIVE
POWER
0
10 SHARED
DISPOSITIVE POWER
12,133,321
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,133,321
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.77%
14 TYPE OF
REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 16411R208
1. NAME OF
REPORTING PERSON
Icahn Enterprises Holdings
L.P.
2 CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE
ONLY
4 SOURCE
OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7 SOLE VOTING
POWER
0
8 SHARED
VOTING POWER
12,133,321
9 SOLE DISPOSITIVE
POWER
0
10 SHARED
DISPOSITIVE POWER
12,133,321
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,133,321
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.77%
14 TYPE OF
REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 16411R208
1. NAME OF
REPORTING PERSON
Icahn Enterprises G.P.
Inc.
2 CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE
ONLY
4 SOURCE
OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7 SOLE VOTING
POWER
0
8 SHARED
VOTING POWER
12,133,321
9 SOLE DISPOSITIVE
POWER
0
10 SHARED
DISPOSITIVE POWER
12,133,321
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,133,321
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.77%
14 TYPE OF
REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 16411R208
1. NAME OF
REPORTING PERSON
Beckton Corp.
2 CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE
ONLY
4 SOURCE
OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7 SOLE VOTING
POWER
0
8 SHARED
VOTING POWER
12,133,321
9 SOLE DISPOSITIVE
POWER
0
10 SHARED
DISPOSITIVE POWER
12,133,321
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,133,321
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.77%
14 TYPE OF
REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 16411R208
1 NAME OF
REPORTING PERSON
Carl C. Icahn
2 CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE
ONLY
4 SOURCE
OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7 SOLE VOTING
POWER
0
8 SHARED
VOTING POWER
12,133,321
9 SOLE DISPOSITIVE
POWER
0
10 SHARED
DISPOSITIVE POWER
12,133,321
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,133,321
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.77%
14 TYPE OF
REPORTING PERSON
IN
SCHEDULE 13D
This statement constitutes Amendment
No. 14 to the Schedule 13D relating to the shares of Common Stock, $0.003 par value (“Shares”), issued by Cheniere Energy,
Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on August 6, 2015,
as previously amended (collectively, the “Schedule 13D”), to furnish the additional information set forth herein. All capitalized
terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
Item 5(a) and the first paragraph of Item 5(b) of
the Schedule 13D are hereby amended by replacing them in their entirety with the following:
(a) The Reporting Persons may
be deemed to beneficially own, in the aggregate, 12,133,321 Shares, representing approximately 4.77% of the Issuer’s outstanding
Shares (based upon the 254,397,855 Shares stated to be outstanding as of February 18, 2022 by the Issuer in the Issuer’s Form 10-K
filed with the Securities and Exchange Commission on February 24, 2022).
(b) Icahn Master has sole voting
power and sole dispositive power with regard to 5,044,957 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings,
Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners
has sole voting power and sole dispositive power with regard to 7,088,364 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises
Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.
Item 5(c) of the Schedule 13D is
hereby amended by the addition of the following:
(c) The following table sets forth
all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons. Except as otherwise
noted below, all such transactions were sales of Shares effected in the open market.
Name of Reporting Person |
Date of
Transaction |
Amount of
Securities |
Price Per
Share
|
Icahn Partners LP |
03/02/2022 |
(395,349) |
$132.58 |
Icahn Partners LP |
03/03/2022 |
(500,598) |
$134.03 |
Icahn Partners LP |
03/04/2022 |
(287,664) |
$137.05 |
Icahn Partners LP |
03/07/2022 |
(253,423) |
$138.98 |
Icahn Partners LP |
03/08/2022 |
(170,344) |
$136.85 |
|
|
|
|
Icahn Partners Master Fund LP |
03/02/2022 |
(281,707) |
$132.58 |
Icahn Partners Master Fund LP |
03/03/2022 |
(335,302) |
$134.02 |
Icahn Partners Master Fund LP |
03/04/2022 |
(204,975) |
$137.05 |
Icahn Partners Master Fund LP |
03/07/2022 |
(180,576) |
$138.98 |
Icahn Partners Master Fund LP |
03/08/2022 |
(121,379) |
$136.85 |
(e) As a result of the transactions
reported in this Schedule 13D, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares and are
no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act.
SIGNATURE
After reasonable inquiry and to
the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: March 8, 2022
ICAHN PARTNERS LP
ICAHN ONSHORE LP
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN CAPITAL LP
IPH GP LLC
BECKTON CORP.
Name: Irene March
Title: Executive Vice President
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc.,
its general partner
ICAHN ENTERPRISES G.P. INC.
Name: Ted Papapostolou
Title: Chief Financial Officer
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Amendment No. 14 to Schedule 13D
– Cheniere Energy, Inc.]