SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1

(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

Pathway Energy Infrastructure Fund, Inc.

(Name of Issuer)

Common Stock ($0.01 par value)

(Title of Class of Securities)

70322Q106 – Class R Common Stock

(CUSIP Number)

August 25, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Behringer Harvard Holdings LLC 75-2967461
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER 35,869.6
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 35,869.6
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,869.6
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.0%
12.	TYPE OF REPORTING PERSON (see instructions) HC

Item 1(a). Name of Issuer:

Pathway Energy Infrastructure Fund, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

10 East 40th Street, 42nd Floor

New York, New York 10166

Item 2(a). Name of Person Filing:

Behringer Harvard Holdings LLC

Item 2(b). Address of Principal Business Office or, if none, Residence:

The address of the principal office of Behringer Harvard Holdings LLC is:

15601 Dallas Parkway, Suite 600

Addison, Texas 75001

Item 2(c). Citizenship:

See Item 4 of the cover page.

Item 2(d). Title of Class of Securities:

Class R Common Stock shares of Issuer

Item 2(e). CUSIP Number:

70322Q106

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check Whether the Person Filing is a:

(a)

¨ Broker or dealer registered under Section 15 of the Exchange Act.

(b)

¨ Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)

¨ Insurance company as defined in section 3(a)(19) of the Exchange Act.

(d)

¨ Investment company registered under Section 8 of the Investment Company Act of 1940.

(e)

¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

(j)

¨ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)

¨ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

(a)

Amount beneficially owned: See Item 9 of each cover page.

(b)

Percent of class: See Item 11 of each cover page.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: See Item 5 of the cover page

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: See Item 7 of the cover page

(iv)

Shared power to dispose or direct the disposition of: 0

Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: September 2, 2015 Behringer Harvard Holdings, LLC

By:		/s/ Stanton Eigenbrodt
Name:		Standon Eigenbrodt
Title:		Executive Vice President, General Counsel & Secretary

Pathway Energy Infrastructure Fund, Inc. SC 13G