ITEM 3.02 Unregistered Sale of Equity Securities.

In separate, privately negotiated agreements with unrelated holders, Cheniere Energy, Inc. (the "Company") agreed to issue 3,985,000 shares of its common stock and pay cash in the aggregate amount of $13,525,000 in exchange for $77,170,000 aggregate principal amount of its 2.25% Convertible Senior Notes due 2012. The Company issued 520,000 of the shares on April 16, 2009, 465,000 of the shares on April 29, 2009 and 3,000,000 of the shares on April 30, 2009, pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such Act.

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