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Filing Details

Accession Number:: 0000950103-14-004984
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-07-17 19:30:44
Reporting Period:: 2014-07-15

Filing Date:: 2014-07-17
Accepted Time:: 2014-07-17 19:30:44
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1509991	Kosmos Energy Ltd.	KOS	Crude Petroleum & Natural Gas (1311)	980686001

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
929408	Warburg Pincus & Co.	450 Lexington Avenue New York Ny NY 10017	Yes	No	Yes	No
1157334	Warburg Pincus Private Equity Viii, L.p.	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
1162870	Warburg Pincus Llc	450 Lexington Avenue New York NY 10017	No	No	Yes	No
1220638	P. Joseph Landy	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
1239318	R Charles Kaye	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	No	No	Yes	No
1299643	Warburg Pincus International Partners, L.p.	450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
1322709	Warburg Pincus Partners Llc	450 Lexington Avenue New York NY 10017	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares	Disposition	2014-07-15	5,210,130	$9.85	61,178,611	No	4	S	Direct
Common Shares	Disposition	2014-07-15	5,153,243	$9.85	60,510,727	No	4	S	Direct
Common Shares	Disposition	2014-07-15	10,752,500	$9.85	126,258,651	No	4	S	Indirect	See Footnotes
Common Shares	Disposition	2014-07-15	10,752,500	$9.85	126,258,651	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	S	Direct
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnote

Footnotes

This amount represents the $9.92 per share price of common shares (the "Common Shares") of Kosmos Energy Ltd. (the "Issuer") sold by the underwriters in connection with a secondary offering of the Issuer which closed on July 15, 2014 (the "Offering"), less the underwriting discount of $0.07 per share. The material terms of the Offering are described in the prospectus supplement, dated July 9, 2014, filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on July 11, 2014.
Reflects the number of Common Shares directly owned by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WPPE VIII"). This number does not include the number of Common Shares held by Warburg Pincus Netherlands Private Equity VIII I C.V., a company incorporated under the laws of the Netherlands ("WP VIII I CV") and WP-WPVIII Investors, L.P., a Delaware limited partnership ("WP-WPVIII Investors"), which are limited partnerships affiliated with WPPE VIII (WP VIII I CV and WP-WPVIII Investors, together with WPPE VIII, "WP VIII"). Each of WP VIII I CV and WP-WPVIII Investors own 1,773,765 Common Shares and 176,944 Common Shares, respectively.
Reflects the number of Common Shares directly owned by Warburg Pincus International Partners, L.P., a Delaware limited partnership ("WPIP LP"). This number does not include the number of Common Shares held by Warburg Pincus Netherlands International Partners I, C.V., a company incorporated under the laws of the Netherlands ("WPIP I CV") and WP-WPIP Investors, L.P., a Delaware limited partnership ("WP-WPIP Investors"), which are limited partnerships affiliated with WPIP LP (WPIP I CV and WP-WPIP Investors, together with WPIP LP, "WPIP"). Each of WPIP I CV and WP-WPIP Investors own 2,525,177 Common Shares and 93,427 Common Shares, respectively.
Reflects the aggregate number of Common Shares directly owned by WP VIII and WPIP.
Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners") and a direct subsidiary of Warburg Pincus & Co., a New York general partnership ("WP"), is (i) the general partner of WPPE VIII and WPIP LP, (ii) the sole member of WP-WPVIII Investors LLC, a Delaware limited liability company ("WP-WPVIII GP"), which is the general partner of WP-WPVIII Investors, and (iii) the sole member of WP-WPIP Investors LLC, a Delaware limited liability company ("WP-WPIP GP"), which is the general partner of WP-WPIP Investors. WP is the managing member of WP Partners. WP VIII and WPIP are managed by Warburg Pincus LLC, a New York limited liability company ("WP LLC").
Charles R. Kaye is a Managing General Partner of WP and a Managing Member and Co-Chief Executive Officer of WP LLC. Pursuant to Rule 16a-1 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), WP Partners, WP, WP LLC, WP-WPVIII GP, WP-WPIP GP and Mr. Kaye may be deemed to be the beneficial owners of any securities reported herein that may be deemed to be beneficially owned by WP VIII and WPIP.
Joseph P. Landy is a Managing General Partner of WP and a Managing Member and Co-Chief Executive Officer of WP LLC. Pursuant to Rule 16a-1 of the Exchange Act, Mr. Landy may be deemed to be the beneficial owner of any securities reported herein that may be deemed to be beneficially owned by WP VIII and WPIP. Mr. Landy is also a director of the Issuer.
Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of WP VIII, WPIP, WP-WPVIII GP, WP-WPIP GP, WP Partners, WP, WP LLC, Mr. Kaye and Mr. Landy herein state that this filing shall not be deemed an admission that he or it is the beneficial owner of any such Common Shares covered hereby. Each of WP VIII, WPIP, WP-WPVIII GP, WP-WPIP GP, WP Partners, WP, WP LLC, Mr. Kaye and Mr. Landy disclaims beneficial ownership of such Common Shares, except to the extent of its or his pecuniary interest in such Common Shares. This Form 4 shall not be deemed an admission that any reporting person or any other person referred to herein is a beneficial owner of any securities of the Issuer for purposes of Section 16 of the Exchange Act, or for any other purpose or that any reporting person or other person has an obligation to file this Form 4.