Hoegh LNG Partners LP (Form: S-8, Received: 06/03/2016 17:00:26)

As filed with the Securities and Exchange Commission on June 3, 2016

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

_________________

HÖEGH LNG PARTNERS LP

(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands		98-1182326
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Wessex House, 5th Floor

45 Reid Street

Hamilton, HM 12 Bermuda

Telephone: +441-295-6815

(Address, including zip code, and telephone number,

including area code, of Registrant’s principal executive offices)

Höegh LNG Partners LP Long Term Incentive Plan

Höegh LNG Holdings Ltd. Phantom Unit Awards

(Full title of the plan)

Watson Farley & Williams LLP

1133 Avenue of the Americas

New York, New York 10036

Attention: Steven Hollander

Telephone: (212) 922-2200

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

Catherine S. Gallagher

Vinson & Elkins L.L.P.

2200 Pennsylvania Avenue NW

Suite 500 West

Washington, DC 20037-1701

Telephone: (202) 639-6544

Facsimile: (202) 879-8985

_________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Large accelerated filer	¨	Accelerated filer x
Non-accelerated filer	¨ ( Do not check if smaller reporting company)	Smaller Reporting Company ¨

CALCULATION OF REGISTRATION FEE

Name of Plan	Title of securities to be registered	Amount to be registered	Proposed maximum offering price per unit (2)		Proposed maximum aggregate offering price (2)		Amount of registration fee
Höegh LNG Partners LP Long Term Incentive Plan	Common units representing limited partner interests in Höegh LNG Partners LP	658,000 units (1)	$	17.81	$	11,718,980	$	1,180.10
Höegh LNG Holdings Ltd. Phantom Unit Awards (3)	Common units representing limited partner interests in Höegh LNG Partners LP	53,567 units	$	17.81	$	954,029	$	96.07

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional common units of Höegh LNG Partners LP (the “Common Units”) as may become issuable pursuant to the adjustment provisions of the Höegh LNG Partners LP Long Term Incentive Plan (the “Plan”).

(2)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act. The proposed maximum offering price per unit, proposed maximum aggregate offering price and amount of registration fee are based on the average of the high and low price of the Common Units of Höegh LNG Partners LP, as reported on the New York Stock Exchange on May 31, 2016.

(3)

Höegh LNG Holdings Ltd. intends to grant awards of phantom units (the “Phantom Unit Awards”) to certain employees of Höegh LNG Holdings Ltd. or its affiliates that represent the right to receive Common Units, which such Common Units shall be acquired from its own holdings or purchased on the open market and shall not be granted under the Plan.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Höegh LNG Partners LP (the “Registrant”) will send or give to all participants in the Plan document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act. In accordance with Rule 428, the Registrant has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this Form S-8 Registration Statement (the “Registration Statement”) pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428(a)(2) of the Securities Act. Upon request, the Registrant shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file.

Höegh LNG Holdings Ltd., the owner of the general partner interest and 58% of the limited partner interests of Höegh LNG Partners LP (“Holdings”), will send or give to all participants who receive a Phantom Unit Award document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Commission under the Securities Act. In accordance with Rule 428, Holdings has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. Holdings shall maintain a file of such documents in accordance with the provisions of Rule 428(a)(2) of the Securities Act. Upon request, Holdings shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents:

(a)

The Registrant’s annual report on Form 20-F (File No. 001-36588), filed with the Commission on April 28, 2016;

(b)

The Registrant’s report on Form 6-K for the quarterly period ended March 31, 2016 (File No. 001-36588), filed with the Commission on May 31, 2016; and

(c)

The description of the Registrant’s Common Units included in the Registrant’s Form 8-A (File No. 001-36588), filed with the Commission on August 4, 2014, including any amendment or report filed for the purpose of updating, changing or otherwise modifying such description.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. In addition, the Registrant will incorporate by reference certain future materials furnished to the Commission on Form 6-K, but only to the extent specifically indicated in those submissions or in a future post-effective amendment hereto. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The First Amended and Restated Agreement of Limited Partnership of Höegh LNG Partners LP, as amended (the “Partnership Agreement”), provides that, to the fullest extent permitted by the Limited Partnership Act of The Republic of the Marshall Islands, as amended, supplemented or restated from time to time, and including any successor statute, but subject to the limitations expressly provided in the Partnership Agreement, indemnitees (as defined below) shall be indemnified and held harmless by the Registrant from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of his or her status as an indemnitee; provided, however, that the indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the indemnitee is seeking indemnification, the indemnitee acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the indemnitee’s conduct was unlawful. Any indemnification under these provisions will only be out of the Registrant’s assets. Unless it otherwise agrees, the Registrant’s general partner will not be personally liable for, or have any obligation to contribute or lend funds or assets to the Registrant to enable it to effectuate indemnification. The Registrant may purchase and maintain (or reimburse its general partners or its affiliates for the cost of) insurance on behalf of its board of directors (the “Board”) and its general partner, its affiliates and such other persons as the Board may determine, against any liability that may be asserted against, or expense that may be incurred by, such persons in connection with the Registrant’s activities or such person’s activities on behalf of the Registrant, regardless of whether the Registrant would have the power to indemnify the person against such liabilities under the Partnership Agreement or law.

“Indemnitee” is defined under the Partnership Agreement as (a) the Registrant’s general partner, (b) any departing general partner, (c) any person who is or was an affiliate of the general partner or any departing general partner, (d) any person who is or was a manager, managing member, general partner, director, officer, fiduciary or trustee of any person which any of the preceding clauses of this definition describes, (e) any person who is or was serving at the request of the Registrant’s general partner or any departing general partner or any affiliate of the general partner or any departing general partner as an officer, director, member, partner, fiduciary or trustee of another person ( provided, however , that a person shall not be an indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services), (f) the members of the Board, (g) the Registrant’s officers, and (h) any other person the Board designates as an “Indemnitee” for purposes of the Partnership Agreement because such person’s service, status or relationship exposes such Person to potential claims, demands, actions, suits or proceedings relating to the business and affairs of the Registrant and its subsidiaries.

The Plan also provides that the committee administering the Plan and all members thereof are entitled to, in good faith, rely or act upon any report or other information furnished to them by any officer or employee of the Registrant, its general partner or their affiliates, or the Registrant’s or its general partner’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of the Plan. Members of the committee and any officer or employee of the Registrant, its general partner or any of their affiliates acting at the direction or on behalf of the committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Registrant with respect to any such action or determination.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, each of the following exhibits is filed herewith:

Exhibit Number		Description
4.1		Certificate of Limited Partnership of Höegh LNG Partners LP (incorporated by reference to Exhibit 3.1 to the Registrant’s Form F-1 Registration Statement, filed on July 3, 2014 (File. No. 333-197228)).
4.2		First Amended and Restated Agreement of Limited Partnership of Höegh LNG Partners LP, dated as of August 12, 2014, between Höegh LNG GP LLC and Höegh LNG Holdings Ltd. (incorporated by reference to Exhibit 1.2 to the Registrant’s Form 20-F, filed on April 24, 2015 (File. No. 001-36588)).
4.3		Höegh LNG Partners LP Long Term Incentive Plan (incorporated by reference to Exhibit 4.3 to the Registrant’s Form 20-F, filed on April 24, 2015 (File No. 001-36588)).
4.4*		Höegh LNG Partners LP Form Phantom Unit Agreement under the Höegh LNG Partners LP Long Term Incentive Plan.
4.5*		Höegh LNG Holdings Ltd. Form Phantom Unit Agreement.
5.1*		Opinion of Watson Farley & Williams LLP as to the legality of the securities being registered.
23.1*		Consent of Watson Farley & Williams LLP (included in Exhibit 5.1 to this Registration Statement).
23.2*		Consent of Ernst & Young AS.
24.1*		Powers of Attorney (included on the signature page of this Registration Statement).

* Filed herewith.

Item 9. Undertakings.

(a)

The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 3 ^rd day of June, 2016.

	HÖEGH LNG PARTNERS LP

By:	/s/ Richard Tyrell
	Name:	Richard Tyrrell
	Title:	Chief Executive Officer and Chief Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Tyrrell and Camilla Nyhus-Møller, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statement pursuant to Rule 462(b), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as he might or could not in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the 3 ^rd day of June, 2016.

Signature		Title

/s/ Richard Tyrell		Chief Executive Officer and Chief Financial Officer
Richard Tyrrell

/s/ Sveinung Støhle		Chairman of the Board Directors
Sveinung Støhle

/s/ Steffen Føreid		Director
Steffen Føreid

/s/ Claibourne Harris		Director
Claibourne Harris

/s/ Morten W. Høegh		Director
Morten W. Høegh

/s/ Andrew Jamieson		Director
Andrew Jamieson

/s/ Robert Shaw		Director
Robert Shaw

/s/ David Spivak		Director
David Spivak

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative of Höegh LNG Partners LP in the United States, has signed the Registration Statement in the City of Newark, State of Delaware on the 3 ^rd day of June 2016.

	PUGLISI & ASSOCIATES

	By:	/s/ DONALD J. PUGLISI
	Name:	Donald J. Puglisi
	Title:	Managing Director
		Authorized Representative in the
		United States

EXHIBIT INDEX

Exhibit Number		Description
4.1		Certificate of Limited Partnership of Höegh LNG Partners LP (incorporated by reference to Exhibit 3.1 to the Registrant’s Form F-1 Registration Statement, filed on July 3, 2014 (File. No. 333-197228)).
4.2		First Amended and Restated Agreement of Limited Partnership of Höegh LNG Partners LP, dated as of August 12, 2014, between Höegh LNG GP LLC and Höegh LNG Holdings Ltd. (incorporated by reference to Exhibit 1.2 to the Registrant’s Form 20-F, filed on April 24, 2015 (File. No. 001-36588)).

4.3		Höegh LNG Partners LP Long Term Incentive Plan (incorporated by reference to Exhibit 4.3 to the Registrant’s Form 20-F, filed on April 24, 2015 (File No. 001-36588)).
4.4*		Höegh LNG Partners LP Form Phantom Unit Agreement under the Höegh LNG Partners LP Long Term Incentive Plan.
4.5*		Höegh LNG Holdings Ltd. Form Phantom Unit Agreement.
5.1*		Opinion of Watson Farley & Williams LLP as to the legality of the securities being registered.
23.1*		Consent of Watson Farley & Williams LLP (included in Exhibit 5.1 to this Registration Statement).
23.2*		Consent of Ernst & Young AS.
24.1*		Powers of Attorney (included on the signature page of this Registration Statement).

* Filed herewith.

Exhibit 4.4

HÖEGH LNG PARTNERS LP
LONG TERM INCENTIVE PLAN

PHANTOM UNIT AGREEMENT

This Phantom Unit Agreement (this “ Agreement ”) is made and entered into by and between Höegh LNG Partners LP, a Marshall Islands limited partnership (the “ Partnership ”), and _____________________ (the “ Participant ”). This Agreement is effective as of the __ day of _______________, (the “ Date of Grant ”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.

WITNESSETH :

WHEREAS , the Partnership, acting through the Board, has adopted the Höegh LNG Partners LP Long Term Incentive Plan (the “ Plan ”) to, among other things, attract, retain and motivate certain employees, consultants and directors of the Partnership and its Affiliates; and

WHEREAS , the Committee has authorized the grant of Phantom Units of the Partnership to certain Participants as part of their compensation for services provided to the Partnership.

NOW, THEREFORE , in consideration of the mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the Participant and the Partnership agree as follows:

1. Grant of Phantom Units . The Partnership hereby grants to the Participant _______ Phantom Units (the “ Award ”), subject to all of the terms and conditions set forth in the Plan and this Agreement, whereby each Phantom Unit represents the right to receive one Unit (each, a “ Phantom Unit ”).

2. Phantom Unit Account . Phantom Units represent hypothetical Units and not actual Units. The Partnership shall establish and maintain a bookkeeping account on its records for the Participant (a “ Phantom Unit Account ”) and shall record in such Phantom Unit Account: (a) the number of Phantom Units granted to the Participant and (b) the amount deliverable to the Participant at settlement on account of Phantom Units that have vested. The Participant shall not have any interest in any fund or specific assets of the Partnership by reason of this Award or the Phantom Unit Account established for the Participant.

3. Rights of Participant . No Units shall be issued to the Participant at the time the grant is made, and the Participant shall not be, nor have any of the rights and privileges of, a unitholder or limited partner of the Partnership with respect to any Phantom Units recorded in the Phantom Unit Account. The Participant shall have no voting rights with respect to the Phantom Units. In the event the Partnership pays any distributions in respect of its outstanding Units and, on the record date for such distribution, the Participant holds Phantom Units granted pursuant to this Agreement that have not vested, the Partnership shall establish a DER bookkeeping account with respect to each Phantom Unit (“ DER Account ”) that shall be credited with an amount equal to any such distributions made by the Partnership on a Unit, which are distributions the Participant would have received if the Participant were the record owner, as of such record date, of the number of Units related to the portion of the Phantom Units that have not been settled as of such record date (the “ DER ”). On the applicable settlement date(s) specified in Section 6, the Partnership shall reinvest the amount in the DER Account into additional Units and pay such additional Units to the Participant, but only to the extent such Phantom Units ultimately vest in accordance with Section 4 or Section 5. No interest shall be payable with respect to such DERs for the period of time beginning on the date a distribution is paid to the Partnership’s unitholders and ending on the date the DERs are paid to the Participant pursuant to this Agreement.

4. Vesting of Phantom Units . The Phantom Units (including any DERs) are restricted in that they may be forfeited by the Participant and in that they may not, except as otherwise provided in the Plan, be transferred or otherwise disposed of by the Participant. Subject to the terms and conditions of this Agreement, the forfeiture restrictions on such Phantom Units shall lapse, and the Phantom Units shall vest as set forth in the following vesting chart:

Vesting Date	Number of Phantom Units that become Vested



Total		100	%

Notwithstanding the vesting chart set forth in this Section 4 (the “ Vesting Chart ”), such restrictions will lapse, and the Phantom Units (including any DERs) shall vest in accordance with this Section 4 only if the Participant has continuously provided services to the Partnership or an Affiliate from the Date of Grant through the applicable date of vesting (each, a “ Vesting Date ”).

Separation from Service .

(a) Separation for Any Reason . Subject to Section 5 (b) below, if the Participant’s employment or service relationship with the Partnership is terminated, then all Phantom Units subject to this Agreement that have not yet vested shall become null and void without compensation as of the earlier of (i) the date of the termination notice and (ii) the date the Participant’s service terminates.

(b) Separation Due to Gross Breach . In the event of a summary dismissal of the Participant’s employment or service relationship with the Partnership due to the Participant’s gross breach of any duty or other serious breach of the employment agreement or service contract (if any), then all Phantom Units subject to this Agreement not yet settled shall become null and void without compensation at the date of the written notice of termination or at the date of the written notice of a summary dismissal.

6. Settlement Date; Manner of Settlement . The settlement date or dates of the Units related to the Participant’s Phantom Units will be the date or dates on which the restrictions on such Phantom Units expire as provided in Sections 4 or 5 of this Agreement. Any fractional Phantom Units shall be rounded down to the nearest whole Unit. The Participant agrees that any vested Units that he or she acquires upon vesting of the Phantom Units will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws, the Plan or the rules, regulations and other requirements of the U.S. Securities and Exchange Commission (the “ SEC ”) and any stock exchange upon which the Units are then listed. The Participant also agrees that any certificates representing the Units acquired under this Award may bear such legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws. In addition to the terms and conditions provided herein, the Partnership may require that the Participant make such covenants, agreements, and representations as the Committee, in its sole discretion, deems advisable in order to comply with any such laws, rules, regulations, or requirements.

7. Limitations on Transfer . The Participant agrees that he or she shall not dispose of (meaning, without limitation, sell, transfer, pledge, exchange, hypothecate or otherwise dispose of) any Phantom Units or other rights hereby acquired prior to the date the Phantom Units are vested and settled. Any attempted disposition of the Phantom Units in violation of the preceding sentence shall be null and void and the Phantom Units that the Participant attempted to dispose of shall be forfeited.

8. Adjustment . The number of Phantom Units granted to the Participant pursuant to this Agreement shall be adjusted to reflect distributions of the Partnership paid in units, unit splits or other changes in the capital structure of the Partnership, all in accordance with the Plan. All provisions of this Agreement shall be applicable to such new or additional or different units or securities distributed or issued pursuant to the Plan to the same extent that such provisions are applicable to the units with respect to which they were distributed or issued.

9. Violation of Law, Regulation or Rule . The Partnership shall not be required to deliver any Units hereunder if, upon the advice of counsel for the Partnership, such acquisition or delivery would violate the U.S. Securities Act of 1933 or any other applicable federal, state, or local law or regulation or the rules of the exchange upon which the Partnership’s Units are traded.

10. Copy of Plan . By the execution of this Agreement, the Participant acknowledges receipt of a copy of the Plan. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable law, then such provision will be deemed to be modified to the minimum extent necessary to render it legal, valid and enforceable; and if such provision cannot be so modified, then this Agreement will be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties will be construed and enforced accordingly.

11. Notices . Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any such notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date on which it is personally delivered or, whether actually received or not, on the third business day after it is deposited in the mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Partnership or the Participant may change at any time and from time to time by written notice to the other, the address which the Partnership or the Participant previously specified for receiving notices. The Partnership and the Participant agree that any notices shall be given to the Partnership or to the Participant at the following addresses:

Partnership:	Höegh LNG Partners LP
	c/o Höegh LNG AS
	Attn: CFO
	Drammensveien 134
	N-0277 Oslo, Norway

Participant:	At the Participant’s current address as shown in the Partnership’s records.

12. Acknowledgments . In accepting the Award, the Participant acknowledges, understands and agrees that:

(a) the Plan is established voluntarily by the Partnership, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Partnership at any time, to the extent permitted by the Plan;

(b) all decisions with respect to future grants of Phantom Units, if any, will be at the sole discretion of the Partnership;

(c) the Award and the Participant’s participation in the Plan shall not create a right to be retained in the employment or service of the Partnership or be interpreted as forming an employment or service contract with the Partnership or its Affiliates and shall not interfere with the ability of the Partnership to terminate the Participant’s employment or service relationship (if any);

(d) the Participant is voluntarily participating in the Plan;

(e) the Phantom Units and the Units subject to the Phantom Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Partnership, and which is outside the scope of the Participant’s employment or service contract, if any;

(f) the Phantom Units and the Units subject to the Phantom Units are not intended to replace any pension rights or compensation;

(g) the Phantom Units and the Units subject to the Phantom Units, and the income and value of the same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(h) the future value of the Units is unknown, indeterminable and cannot be predicted with certainty;

(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Phantom Units resulting from termination of employment or service with the Partnership (for any reason whatsoever, whether or not later found to be invalid or in breach of applicable laws in the jurisdiction where the Participant is employed or performs services or the terms of the Participant’s employment agreement or consulting agreement, if any) and in consideration of the grant of the Phantom Units, to which the Participant is not otherwise entitled, the Participant irrevocably agrees never to institute any claim against the Partnership or its Affiliates, waives his or her ability, if any, to bring any such claim, and releases the Partnership and its Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

(j) for purposes of the Phantom Units, the Participant’s employment or service relationship will be considered terminated as of the date he or she is no longer actively providing services to the Partnership or its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of applicable laws in the jurisdiction where the Participant is employed or performs services) and unless otherwise expressly provided in this Agreement, his or her right to vest in the Phantom Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period ( e.g. , the Participant’s period of employment or service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or performs services); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed or providing services for purposes of the Award (including whether the Participant may still be considered to be providing services while on a leave of absence);

(k) unless otherwise provided in the Plan or by the Partnership in its discretion, the Phantom Units and the benefits evidenced by this Agreement do not create any entitlement to have the Phantom Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Units; and

(l) neither the Partnership nor any of its Affiliates shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Phantom Units or of any amounts due to the Participant pursuant to the settlement of the Phantom Units or the subsequent sale of any Units acquired upon settlement.

13. Taxes . The Participant acknowledges that, regardless of any action the Partnership or its Affiliates take with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“ Tax-Related Items ”), the ultimate liability for all Tax-Related Items is and remains his or her responsibility and may exceed the amount actually withheld by the Partnership or its Affiliates. The Participant further acknowledges that the Partnership and its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Phantom Units, including, but not limited to, the grant, vesting or settlement of the Phantom Units, the issuance of Units upon settlement of the Phantom Units, the subsequent sale of Units acquired pursuant to such issuance and the receipt of any distributions and/or any DERs; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Phantom Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Partnership and its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Partnership and its Affiliates to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Partnership and its Affiliates, or their respective agents, at their discretion, to satisfy any withholding obligation for Tax-Related Items by one or a combination of the following:

withholding from the cash compensation paid to the Participant by the Partnership or its Affiliates; or

withholding from proceeds of the sale of Units acquired upon settlement of the Phantom Units either through a voluntary sale or through a mandatory sale arranged by the Partnership or its Affiliates (on the Participant’s behalf pursuant to this authorization without further consent); or

withholding in Units to be issued upon settlement of the Phantom Units.

Depending on the withholding method, the Partnership may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Unit equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Units, for tax purposes, the Participant is deemed to have been issued the full number of Units subject to the vested portion of the Phantom Units being settled at such time, notwithstanding that a number of the Units are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

Finally, the Participant agrees to pay to the Partnership or its Affiliates any amount of Tax-Related Items that the Partnership or its Affiliates may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. The Partnership may refuse to issue or deliver the Units or the proceeds of the sale of Units, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

14. General Provisions .

(a) Administration . This Agreement shall at all times be subject to the terms and conditions of the Plan. The Committee shall have sole and complete discretion with respect to all matters reserved to it by the Plan and decisions of a majority of the Committee with respect thereto and with respect to this Agreement shall be final and binding upon the Participant and the Partnership. In the event of any conflict between the terms and conditions of this Agreement and the Plan, the provisions of the Plan shall control.

(b) Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof.

(c) Amendments . This Agreement may be amended only by a written agreement executed by the Partnership and the Participant, except that the Committee may unilaterally waive any conditions or rights under, amend any terms of, or alter this Agreement provided no such change (other than pursuant to Section 7(b), 7(c), 7(d), 7(e), or 7(g) of the Plan) materially reduces the rights or benefits of the Participant with respect to the Phantom Units without his consent.

(d) Binding Effect . This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Partnership and upon any person lawfully claiming under the Participant.

(e) Entire Agreement . This Agreement and the Plan constitute the entire agreement of the parties hereto with regard to the subject matter hereof, and contain all the covenants, promises, representations, warranties and agreements between the parties with respect to the Phantom Units granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.

(f) No Liability for Good Faith Determinations . Neither the Partnership or its Affiliates nor the members of the Committee and the Board shall be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Phantom Units granted hereunder.

(g) No Advice Regarding Award . The Partnership is not providing any tax, legal or financial advice, nor is the Partnership making any recommendations regarding the Participant’s participation in the Plan, or his acquisition or sale of the underlying Units. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

(h) Data Privacy . The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Agreement and any other Phantom Unit materials (“Data”) by and among, as applicable, the Partnership or its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Partnership and its Affiliates may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Partnership, details of all Phantom Units or any other entitlement to Units awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan.

The Participant understands that Data will be transferred to the stock plan service provider as may be selected by the Partnership in the future, which is assisting the Partnership with the implementation, administration and management of the Plan. The Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of Data by contacting the Participant’s local human resources representative. The Participant authorizes the Partnership and its Affiliates and any other third parties which may assist the Partnership and its Affiliates (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status and career with the Partnership or its Affiliates will not be adversely affected; the only adverse consequence of refusing or withdrawing the Participant’s consent is that the Partnership would not be able to grant the Phantom Units or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

(i) Language . If the Participant has received this Agreement or any other document related to the Award translated into a language other than English and if the meaning of the translated version is different from the English version, the English version will control.

(j) Imposition of Other Requirements . The Partnership reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Phantom Units and on any Units acquired under the Plan, to the extent the Partnership determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

(k) Waiver . The Participant acknowledges that a waiver by the Partnership of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach by the Participant or any other participant in the Plan.

(l) Severability . If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

(m) Headings . The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

(n) Gender . Words used in the masculine shall apply to the feminine where applicable, and wherever the context of this Agreement dictates, the plural shall be read as the singular and the singular as the plural.

(o) Consent to Electronic Delivery; Electronic Signature . In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Partnership may be required to deliver (including, without limitation, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered by the Partnership. Electronic delivery may be via a Partnership electronic mail system or by reference to a location on a Partnership intranet to which the Participant has access. The Participant hereby consents to any and all procedures the Partnership has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Partnership may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

(p) Sections 409A and 457A . The Phantom Units and DERs granted hereunder are intended to comply with the short-term deferral exceptions of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the Treasury Regulations issued thereunder and Section 457A of the Code and all applicable guidance issued with respect to Section 457A of the Code and this Agreement shall be construed and interpreted in a manner consistent with such intent. Notwithstanding the foregoing, neither the Partnership nor any of its Affiliates makes any representations that the Phantom Units or DERs granted hereunder are exempt from Sections 409A or 457A of the Code and in no event shall the Partnership or its Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A or 457A of the Code.

[Signature Page Follows]

IN WITNESS WHEREOF , the Partnership has caused this Agreement to be executed by its officer thereunto duly authorized, and the Participant has set his hand as to the date and year first above written.

	HÖEGH LNG PARTNERS LP

	By:_____________________________________________

	Name: __________________________________________

	Title: ___________________________________________

	PARTICIPANT

	________________________________________________
	[Name]

Exhibit 4.5

HÖEGH LNG HOLDINGS LTD.
PHANTOM UNIT AGREEMENT

This Phantom Unit Agreement (this “ Agreement ”) is made and entered into by and between Höegh LNG Holdings Ltd., a Bermuda company (the “ Company ”), and _____________________ (the “ Participant ”). This Agreement is effective as of the __ day of ______________ (the “ Date of Grant ”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms on Annex A , unless the context requires otherwise.

WITNESSETH :

WHEREAS , the Company desires to attract, retain and motivate certain employees and consultants of the Company and its Affiliates; and

WHEREAS , the Company has established a program in order to facilitate the grant of Phantom Units of one of its subsidiaries, Höegh LNG Partners LP, a Marshall Islands limited partnership (the “ Partnership ”), which represent the right to receive Units (which, for the avoidance of doubt, such Units shall be acquired from the Company’s own holdings or purchased on the open market and shall not be granted under the Höegh LNG Partners LP Long Term Incentive Plan) to certain employees of its management company Höegh LNG AS as part of their compensation for services provided to the Company.

NOW, THEREFORE , in consideration of the mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the Participant and the Company agree as follows:

1. Grant of Phantom Units . The Company hereby grants to the Participant ____ Phantom Units (the “ Award ”), subject to all of the terms and conditions set forth in this Agreement, whereby each Phantom Unit represents the right to receive one Unit (each, a “ Phantom Unit ”).

2. Phantom Unit Account . Phantom Units represent hypothetical Units and not actual Units. The Company shall establish and maintain a bookkeeping account on its records for the Participant (a “ Phantom Unit Account ”) and shall record in such Phantom Unit Account: (a) the number of Phantom Units granted to the Participant and (b) the amount deliverable to the Participant at settlement on account of Phantom Units that have vested. The Participant shall not have any interest in any fund or specific assets of the Company or the Partnership by reason of this Award or the Phantom Unit Account established for the Participant.

3. Rights of Participant . No Units shall be issued to the Participant at the time the grant is made, and the Participant shall not be, nor have any of the rights and privileges of, a unitholder or limited partner of the Partnership with respect to any Phantom Units recorded in the Phantom Unit Account. The Participant shall have no voting rights with respect to the Phantom Units. In the event the Partnership pays any distributions in respect of its outstanding Units and, on the record date for such distribution, the Participant holds Phantom Units granted pursuant to this Agreement that have not vested, the Company shall establish a DER bookkeeping account with respect to each Phantom Unit (“ DER Account ”) that shall be credited with an amount equal to any such distributions made by the Partnership on a Unit, which are distributions the Participant would have received if the Participant were the record owner, as of such record date, of the number of Units related to the portion of the Phantom Units that have not been settled as of such record date (the “ DER ”). On the applicable settlement date(s) specified in Section 6, the Company shall reinvest the amount in the DER Account into additional Units and pay such additional Units to the Participant, but only to the extent such Phantom Units ultimately vest in accordance with Section 4 or Section 5. No interest shall be payable with respect to such DERs for the period of time beginning on the date a distribution is paid to the Partnership’s unitholders and ending on the date the DERs are paid to the Participant pursuant to this Agreement.

4. Vesting of Phantom Units . The Phantom Units (including any DERs) are restricted in that they may be forfeited by the Participant and in that they may not be transferred or otherwise disposed of by the Participant. Subject to the terms and conditions of this Agreement, the forfeiture restrictions on such Phantom Units shall lapse, and the Phantom Units shall vest as set forth in the following vesting chart:

Vesting Date	Number of Phantom Units that become Vested



Total		100	%

Notwithstanding the vesting chart set forth in this Section 4 (the “ Vesting Chart ”), such restrictions will lapse, and the Phantom Units (including any DERs) shall vest in accordance with this Section 4 only if the Participant has continuously provided services to the Company or an Affiliate from the Date of Grant through the applicable date of vesting (each, a “ Vesting Date ”).

Separation from Service .

(a) Separation for Any Reason . Subject to Section 5 (b) below, if the Participant’s employment relationship with the Company or its Affiliates is terminated, then all Phantom Units subject to this Agreement that have not yet vested shall become null and void without compensation as of the earlier of (i) the date of the termination notice and (ii) the date the Participant’s service terminates.

(b) Separation Due to Gross Breach . In the event of a summary dismissal of the Participant’s employment relationship with the Company or its Affiliates due to the Participant’s gross breach of duty or other serious breach of the employment agreement, then all Phantom Units subject to this Agreement not yet settled shall become null and void without compensation at the date of the written notice of termination or at the date of the written notice of a summary dismissal.

6. Settlement Date; Manner of Settlement . The settlement date or dates of the Units related to the Participant’s Phantom Units will be the date or dates on which the restrictions on such Phantom Units expire as provided in Section 4 or Section 5 of this Agreement. Any fractional Phantom Units shall be rounded down to the nearest whole Unit. The Participant agrees that any vested Units that he or she acquires upon vesting of the Phantom Units will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws, or the rules, regulations and other requirements of the U.S. Securities and Exchange Commission (the “ SEC ”) and any stock exchange upon which the Units are then listed. The Participant also agrees that any certificates representing the Units acquired under this Award may bear such legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws. In addition to the terms and conditions provided herein, the Company may require that the Participant make such covenants, agreements, and representations as the Committee, in its sole discretion, deems advisable in order to comply with any such laws, rules, regulations, or requirements.

8. Adjustment . The number of Phantom Units granted to the Participant pursuant to this Agreement shall be adjusted to reflect distributions of the Partnership paid in units, unit splits or other changes in the capital structure of the Partnership, all in accordance with Annex B . All provisions of this Agreement shall be applicable to such new or additional or different units or securities distributed or issued pursuant to Annex B to the same extent that such provisions are applicable to the units with respect to which they were distributed or issued.

9. Violation of Law, Regulation or Rule . The Company shall not be required to deliver any Units hereunder if, upon the advice of counsel for the Company, such acquisition or delivery would violate the U.S. Securities Act of 1933 or any other applicable federal, state, or local law or regulation or the rules of the exchange upon which the Partnership’s Units are traded.

10. Interpretation . If any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable law, then such provision will be deemed to be modified to the minimum extent necessary to render it legal, valid and enforceable; and if such provision cannot be so modified, then this Agreement will be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties will be construed and enforced accordingly.

11. Notices . Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any such notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date on which it is personally delivered or, whether actually received or not, on the third business day after it is deposited in the mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Company or the Participant may change at any time and from time to time by written notice to the other, the address which the Company or the Participant previously specified for receiving notices. The Company and the Participant agree that any notices shall be given to the Company or to the Participant at the following addresses:

Company:	Höegh LNG Holdings Ltd.
	c/o Höegh LNG AS
	Attn: CFO
	Drammensveien 134
	N-0277 Oslo, Norway

Participant:	At the Participant’s current address as shown in the Company’s records.

12. Acknowledgments . In accepting the Award, the Participant acknowledges, understands and agrees that:

(a) the Award has been granted voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Agreement;

(b) all decisions with respect to future grants of Phantom Units, if any, will be at the sole discretion of the Company;

(c) the Award shall not create a right to be retained in the employment or service of the Company or its Affiliates or be interpreted as forming an employment or service contract with the Company or its Affiliates and shall not interfere with the ability of the Company or its Affiliates, as applicable, to terminate the Participant’s employment or service relationship (if any);

(d) the Participant is voluntarily participating in the Award and this Agreement;

(e) the Phantom Units and the Units subject to the Phantom Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or its Affiliates, and which is outside the scope of the Participant’s employment or service contract, if any;

(f) the Phantom Units and the Units subject to the Phantom Units are not intended to replace any pension rights or compensation;

(h) the future value of the Units is unknown, indeterminable and cannot be predicted with certainty;

(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Phantom Units resulting from termination of employment or service with the Company or its Affiliates (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or performs services or the terms of the Participant’s employment agreement or consulting agreement, if any) and in consideration of the grant of the Phantom Units, to which the Participant is not otherwise entitled, the Participant irrevocably agrees never to institute any claim against the Company or its Affiliates, waives his or her ability, if any, to bring any such claim, and releases the Company and its Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then by participating in the Agreement, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

(j) for purposes of the Phantom Units, the Participant’s employment or service relationship will be considered terminated as of the date he or she is no longer actively providing services to the Company or its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of applicable laws in the jurisdiction where the Participant is employed or performs services) and unless otherwise expressly provided in this Agreement, his or her right to vest in the Phantom Units, if any, will terminate as of such date and will not be extended by any notice period ( e.g. , the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or performs services); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Award (including whether the Participant may still be considered to be providing services while on a leave of absence);

(k) unless otherwise provided by the Company in its discretion, the Phantom Units and the benefits evidenced by this Agreement do not create any entitlement to have the Phantom Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Units; and

(l) neither the Company nor any of its Affiliates shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the Phantom Units or of any amounts due to the Participant pursuant to the settlement of the Phantom Units or the subsequent sale of any Units acquired upon settlement.

13. Taxes . The Participant acknowledges that, regardless of any action the Company or its Affiliates take with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Award and this Agreement and legally applicable to the Participant (“ Tax-Related Items ”), the ultimate liability for all Tax-Related Items is and remains his or her responsibility and may exceed the amount actually withheld by the Company or its Affiliates. The Participant further acknowledges that the Company and its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Phantom Units, including, but not limited to, the grant, vesting or settlement of the Phantom Units, the issuance of Units upon settlement of the Phantom Units, the subsequent sale of Units acquired pursuant to such issuance and the receipt of any distributions and/or any DERs; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Phantom Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and its Affiliates to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and its Affiliates, or their respective agents, at their discretion, to satisfy any withholding obligation for Tax-Related Items by one or a combination of the following:

withholding from the wages or other cash compensation paid to the Participant by the Company or its Affiliates; or

withholding from proceeds of the sale of Units acquired upon settlement of the Phantom Units either through a voluntary sale or through a mandatory sale arranged by the Company or its Affiliates (on the Participant’s behalf pursuant to this authorization without further consent); or

withholding in Units to be issued upon settlement of the Phantom Units.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Unit equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Units, for tax purposes, the Participant is deemed to have been issued the full number of Units subject to the vested portion of the Phantom Units being settled at such time, notwithstanding that a number of the Units are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Award and this Agreement.

Finally, the Participant agrees to pay to the Company or its Affiliates any amount of Tax-Related Items that the Company or its Affiliates may be required to withhold or account for as a result of his or her participation in the Award and this Agreement that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Units or the proceeds of the sale of Units, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

14. General Provisions .

(a) Administration . The Committee shall have sole and complete discretion with respect to all matters involving this Agreement and decisions of a majority of the Committee with respect thereto and with respect to this Agreement shall be final and binding upon the Participant and the Company.

(b) Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof.

(c) Amendments . This Agreement may be amended only by a written agreement executed by the Company and the Participant, except that the Committee may unilaterally waive any conditions or rights under, amend any terms of, or alter this Agreement provided no such change (other than pursuant to Annex B ) materially reduces the rights or benefits of the Participant with respect to the Phantom Units without his consent.

(d) Binding Effect . This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and upon any person lawfully claiming under the Participant.

(e) Entire Agreement . This Agreement constitutes the entire agreement of the parties hereto with regard to the subject matter hereof, and contain all the covenants, promises, representations, warranties and agreements between the parties with respect to the Phantom Units granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.

(f) No Liability for Good Faith Determinations . Neither the Company or its Affiliates nor the members of the Committee and the Board shall be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Phantom Units granted hereunder.

(g) No Advice Regarding Award . The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Award or this Agreement, or his acquisition or sale of the underlying Units. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Award and this Agreement before taking any action related to the Award and this Agreement.

(h) Data Privacy . The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Agreement and any other Phantom Unit materials (“Data”) by and among, as applicable, the Company or its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Award and this Agreement.

The Participant understands that the Company and its Affiliates may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Phantom Units or any other entitlement to Units awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Award and this Agreement.

The Participant understands that Data will be transferred to the stock plan participant as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Award and this Agreement. The Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of Data by contacting the Participant’s local human resources representative. The Participant authorizes the Company and its Affiliates and any other third parties which may assist the Company and its Affiliates (presently or in the future) with implementing, administering and managing the Award and this Agreement to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Award and this Agreement. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Award and this Agreement. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status and career with the Company or its Affiliates will not be adversely affected; the only adverse consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant the Phantom Units or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Award and this Agreement. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

(j) Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Participant’s participation in the Award and this Agreement, on the Phantom Units and on any Units acquired under the Agreement, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

(k) Waiver . The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach by the Participant or any other recipient of an award.

(m) Headings . The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

(o) Consent to Electronic Delivery; Electronic Signature . In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company or the Partnership may be required to deliver (including, without limitation, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which the Participant has access. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company or the Partnership may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

(p) Sections 409A and 457A . The Phantom Units and DERs granted hereunder are intended to comply with the short-term deferral exceptions of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the Treasury Regulations issued thereunder and Section 457A of the Code and all applicable guidance issued with respect to Section 457A of the Code and this Agreement shall be construed and interpreted in a manner consistent with such intent. Notwithstanding the foregoing, neither the Partnership nor any of its Affiliates makes any representations that the Phantom Units or DERs granted hereunder are exempt from Sections 409A or 457A of the Code and in no event shall the Company or its Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A or 457A of the Code.

[Signature Page Follows]

IN WITNESS WHEREOF , the Company has caused this Agreement to be executed by its officer thereunto duly authorized, and the Participant has set his hand as to the date and year first above written.

	HÖEGH LNG HOLDINGS LTD.

	By:_____________________________________________

	Name: __________________________________________

	Title: ___________________________________________

	PARTICIPANT
	________________________________________________
	[Name]

Annex A

DEFINED TERMS

For purposes of the Agreement (including the annexes thereto), the terms set forth below have the following meanings:

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Change of Control ” means, and shall be deemed to have occurred upon one or more of the following events:

any “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the U.S. Securities Exchange Act of 1934, as amended from time to time, other than members, limited partners or other owners (as applicable) of the General Partner, the Partnership, or an Affiliate of either the General Partner or the Partnership, shall become the beneficial owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the voting power of the voting securities of the General Partner or the Partnership;

the members or limited partners (as applicable) of the General Partner or the Partnership approve, in one transaction or a series of transactions, a plan of complete liquidation of the General Partner or the Partnership;

the sale or other disposition by either the General Partner or the Partnership of all or substantially all of its assets in one or more transactions to any Person other than an Affiliate; or

the General Partner or an Affiliate of the General Partner or of the Partnership ceases to be the general partner of the Partnership.

“ Committee ” means the board of directors of the Company or such committee as may be appointed by the board of directors of the Company to administer the Agreement, which alternative committee may be the board of directors or managers of any Affiliate or a committee thereof.

“ Fair Market Value ” means, on any relevant date, the closing sales price of a Unit on the principal securities exchange or other market in which trading in Units occurs on the last market trading day prior to the applicable day (or, if there is no trading in the Units on such date, on the next preceding day on which there was trading) as reported in The Wall Street Journal (or other reporting service approved by the Committee). If Units are not traded on a securities exchange or other market at the time a determination of Fair Market Value is required to be made hereunder, the determination of Fair Market Value shall be made by the Committee in good faith.

“ General Partner ” means Höegh LNG GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership.

“ Person ” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, governmental agency or political subdivision thereof or other entity.

“ Phantom Unit ” means a notional Unit that, upon vesting, entitles the Participant to receive, at the time of settlement, a Unit.

“ Unit ” means a common unit of the Partnership.

Annex B

ADJUSTMENT

Subdivision or Consolidation of Units . The terms of the Agreement and the Phantom Units granted thereunder shall be subject to adjustment from time to time, in accordance with the following provisions:

If at any time, or from time to time, the Partnership shall subdivide as a whole (by reclassification, by a Unit split, by the issuance of a distribution on Units payable in Units, or otherwise) the number of Units then outstanding into a greater number of Units, or in the event the Partnership distributes an extraordinary cash dividend, then, as appropriate, the number of Units (or other kind of securities) that may be acquired under the Award shall be increased proportionately.

If at any time, or from time to time, the Partnership shall consolidate as a whole (by reclassification, by reverse Unit split, or otherwise) the number of Units then outstanding into a lesser number of Units, then, as appropriate, the number of Units (or other kind of securities) that may be acquired under the Award shall be decreased proportionately.

Whenever the number of Units subject to the Award is required to be adjusted as provided in this Section 1, the Committee shall promptly prepare a notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in the number of Units, other securities, cash, or property subject to the Award after giving effect to the adjustments. The Committee shall promptly provide the Participant with such notice.

Adjustments under this Section 1 shall be made by the Committee, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall be issued under the Agreement on account of any such adjustments.

Recapitalizations . If the Partnership recapitalizes, reclassifies its equity securities, or otherwise changes its capital structure (a “ recapitalization ”) without a Change of Control, the number and class of Units covered by the Award shall be adjusted so that the Award shall thereafter cover the number and class of Units or other securities to which the holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the holder had been the holder of record of the number of Units then covered by the Award.

Additional Issuances . Except as expressly provided herein, the issuance by the Partnership of units of any class or securities convertible into units of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of units or obligations of the Partnership convertible into such units or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Units subject to the Award.

Change of Control . Notwithstanding any other provisions of the Agreement to the contrary, upon a Change of Control, the Committee, acting in its sole discretion without the consent or approval of any holder, may affect one or more of the following alternatives, which may vary among Participants: (i) remove any applicable forfeiture restrictions on the Award; (ii) accelerate the vesting of the Award to a specific date, before or after such Change of Control, specified by the Committee; (iii) require the mandatory surrender to the Company by the Participant of the Award (irrespective of whether the Award is vested) as of a date, before or after such Change of Control, specified by the Committee, in which event the Committee shall thereupon cancel the Award and pay to the Participant an amount of cash per Unit equal to the amount calculated in Section 5 below (the “ Change of Control Price ”); (iv) cancel the Award to the extent it remains unvested as of the date of a Change of Control without payment of any consideration to the Participant for the Award; or (v) make such adjustments to the Award as the Committee deems appropriate to reflect such Change of Control (including, but not limited to, the substitution of the Award for new award(s)); provided , however , that the Committee may determine in its sole discretion that no adjustment is necessary to the Award.

Change of Control Price . The “ Change of Control Price ” shall equal the amount determined in clause (a), (b), (c), (d) or (e), whichever is applicable, as follows: (a) the per Unit price offered to unitholders in any merger or consolidation, (b) the per Unit value of the Units immediately before the Change of Control without regard to assets sold in the Change of Control and assuming the Company or the Partnership, as applicable, has received the consideration paid for the assets in the case of a sale of the assets, (c) the amount distributed per Unit in a dissolution transaction, (d) the price per Unit offered to unitholders in any tender offer or exchange offer whereby a Change of Control takes place, or (e) if such Change of Control occurs other than pursuant to a transaction described in clauses (a), (b), (c), or (d) of this Section 5, the Fair Market Value per Unit of the Units that may otherwise be obtained with respect to the Award or to which the Award tracks, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of the Award. In the event that the consideration offered to unitholders of the Partnership in any transaction described in Section 4 above or this Section 5 consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

Impact of Events on Awards Generally . In the event of changes in the outstanding Units by reason of a recapitalization, reorganization, merger, consolidation, combination, exchange or other relevant change in capitalization occurring after the Date of Grant and not otherwise provided for by this Annex B , the Award and the Agreement shall be subject to adjustment by the Committee at its discretion, which adjustment may, in the Committee’s discretion, include, but not be limited to, adjustments as to the number of Units or other consideration subject to the Award, accelerated vesting (in full or in part) of the Award, conversion of the Award into awards denominated in the securities or other interests of any successor Person, or the cash settlement of the Award in exchange for the cancellation thereof.

Exhibit 5.1

Höegh LNG Partners LP

45 Reid Street

Hamilton, HM 12

Bermuda

Our reference: 29496.50001/80425576v1

June 3, 2016

Höegh LNG Partners LP: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel as to matters of the law of the Republic of the Marshall Islands (“ Marshall Islands Law ”) for Höegh LNG Partners LP, a Marshall Islands limited partnership (the “ Partnership ”), in connection with the preparation of a Registration Statement on Form S-8 (the “ Registration Statement ”) filed by the Partnership with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “ Securities Act ”), with respect to up to 658,000 of the Partnership’s common units (the “ Units ”) that may be issued pursuant to the Partnership’s 2014 Long Term Incentive Plan (the “ Plan ”).

As such counsel, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

(i)

the Registration Statement;

(ii)

the Plan;

(iii)

the First Amended and Restated Agreement of Limited Partnership dated August 12, 2014 (the “ Partnership Agreement ”, and together with the Registration Statement, and the Plan, the “ Documents ”); and

(iv)

such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Partnership and Höegh LNG GP LLC, the Partnership’s general partner, as we have deemed relevant and necessary as the basis for the opinion hereafter expressed.

Page 2

In such examination, we have assumed (a) the legal capacity of each natural person, (b) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinion set forth herein are true, correct and complete, and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us.

In rendering this opinion letter, we have also assumed:

(i)

that the issuance and, if applicable, sale of the Units complies in all respects with the terms, conditions and restrictions set forth in the Documents and all of the instruments and other documents relating thereto or executed in connection therewith;

(ii)

the filing by the Partnership with the Commission of the Registration Statement substantially in the form examined by us; and

(iii)

that the Units shall be issued under the Plan in compliance with applicable federal, state and foreign securities laws.

As to matters of fact material to this opinion that have not been independently established, we have relied upon the representations and certificates of officers or representatives of the Partnership and of public officials, in each case as we have deemed relevant and appropriate. We have not independently verified the facts so relied on.

This opinion letter is limited to Marshall Islands Law and is as of the date hereof. We expressly disclaim any responsibility to advise of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed herein.

Based on the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that when the Units have been issued in accordance with the terms of the Plan and instruments executed pursuant to the Plan, such Units will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Marshall Islands Limited Partnership Act).

We consent to the filing of this opinion as an exhibit to the Registration Statement and the discussion of this opinion in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act.

Very truly yours,

Watson Farley & Williams LLP

/s/ Watson Farley & Williams LLP

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Höegh LNG Partners LP Long Term Incentive Plan and Höegh LNG Holdings Ltd. Phantom Unit Awards of our report dated April 28, 2016, with respect to the consolidated and combined carve-out financial statements of Höegh LNG Partners LP included in its Annual Report (Form 20-F) for the year ended December 31, 2015, filed with the Securities and Exchange Commission.

/s/ Ernst & Young AS

Oslo, Norway

June 3, 2016