Item 3.02. Unregistered Sale of Equity Securities.

On August 15, 2008, Cheniere Common Units Holding, LLC ("CCUH"), a Delaware limited liability company and wholly owned subsidiary of Cheniere Energy, Inc.
(the "Company"), entered into a Credit Agreement (the "Credit Agreement")
pursuant to which certain lenders (the "Lenders") agreed to make term loans of $250,000,000 in the aggregate to CCUH. One of the Lenders was Scorpion Capital Partners, L.P. ("Scorpion"), an affiliate of Nuno Brandolini, one of the Company's directors. In connection with the Credit Agreement, the Company, CCUH and the Lenders also entered into an Investors' Agreement on August 15, 2008, pursuant to which the loans were exchangeable into shares of the Company's Series B Convertible Preferred Stock ("Series B Preferred Stock") with limited voting rights and restrictions on conversion. At a stockholders' meeting held on June 16, 2011, the stockholders of the Company approved the direct issuance of Company common stock with full voting rights upon the exchange of the loan held by Scorpion. Consistent with such stockholder approval, the Company amended the loan held by Scorpion on September 13, 2011 to eliminate Scorpion's ability to exchange its loan for Series B Preferred Stock and to provide for the direct exchange of such loan for shares of Company common stock at a price of $5.00 per share. On April 16, 2012, Scorpion exchanged all $8,408,859.06 of its loan for 1,681,771 shares of Company common stock and $1,428,273.69 in accrued interest. The shares were issued 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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