Filing Details

Accession Number:
0001104659-18-070333
Form Type:
4
Zero Holdings:
No
Publication Time:
2018-11-28 17:07:06
Reporting Period:
2018-11-26
Accepted Time:
2018-11-28 17:07:06
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1509991 Kosmos Energy Ltd. KOS () NY
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
929408 Warburg Pincus & Co. 450 Lexington Avenue
New York NY 10017
Yes No Yes No
1157334 Warburg Pincus Private Equity Viii, L.p. 450 Lexington Avenue
New York NY 10017
Yes No Yes No
1162870 Warburg Pincus Llc 450 Lexington Avenue
New York NY 10017
Yes No Yes No
1220638 P. Joseph Landy 450 Lexington Avenue
New York NY 10017
Yes No Yes No
1239318 R Charles Kaye 450 Lexington Avenue
New York NY 10017
Yes No Yes No
1299643 Warburg Pincus International Partners, L.p. 450 Lexington Avenue
New York NY 10017
Yes No Yes No
1621224 Warburg Pincus Partners Gp Llc 450 Lexington Avenue
New York NY 10017
Yes No Yes No
1621242 Warburg Pincus Partners, L.p. 450 Lexington Avenue
New York NY 10017
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Shares Disposition 2018-11-26 8,358,498 $5.43 33,227,588 No 4 S Direct
Common Shares Disposition 2018-11-26 8,267,235 $5.43 32,864,887 No 4 S Direct
Common Shares Disposition 2018-11-26 16,959,270 $5.38 16,268,318 No 4 S Direct
Common Shares Disposition 2018-11-26 16,774,100 $5.38 16,090,787 No 4 S Direct
Common Shares Disposition 2018-11-26 17,250,000 $5.43 68,574,222 No 4 S Indirect See Footnotes
Common Shares Disposition 2018-11-26 17,250,000 $5.43 68,574,222 No 4 S Indirect See Footnotes
Common Shares Disposition 2018-11-26 35,000,000 $5.38 33,574,222 No 4 S Indirect See Footnotes
Common Shares Disposition 2018-11-26 35,000,000 $5.38 33,574,222 No 4 S Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Direct
No 4 S Direct
No 4 S Direct
No 4 S Direct
No 4 S Indirect See Footnotes
No 4 S Indirect See Footnotes
No 4 S Indirect See Footnotes
No 4 S Indirect See Footnotes
Footnotes
  1. This amount represents the 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 pursuant to an Underwriting Agreement dated November 26, 2018 (the "Offering"). The material terms of the Offering are described in the prospectus supplement, dated November 26, 2018, filed by the Issuer with the Securities and Exchange Commission (the "SEC") on November 28, 2018.
  2. This amount represents the per share price of Common Shares sold to the Issuer pursuant to the Share Repurchase Agreement dated November 26, 2018 (the "Share Repurchase Agreement").
  3. Reflects the number of Common Shares directly owned by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"). This number does not include the number of Common Shares held by Warburg Pincus Netherlands Private Equity VIII C.V. I, a company incorporated under the laws of the Netherlands ("WP VIII Netherlands") and WP-WPVIII Investors, L.P., a Delaware limited partnership ("WP VIII Investors"), which are limited partnerships affiliated with WP VIII (WP VIII Netherlands and WP VIII Investors, together with WP VIII, the "WP VIII Funds"). WP VIII Netherlands and WP VIII Investors sold 242,275 Common Shares and 24,227 Common Shares, respectively, in connection with the Offering, and 491,573 Common Shares and 49,157 Common Shares, respectively, pursuant to the Share Repurchase Agreement, subsequent to which they own 472,018 Common Shares and 46,770 Common Shares, respectively.
  4. Reflects the number of Common Shares directly owned by Warburg Pincus International Partners, L.P., a Delaware limited partnership ("WPIP"). 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 Netherlands"), and WP-WPIP Investors L.P., a Delaware limited partnership ("WPIP Investors"), which are limited partnerships affiliated with WPIP (WPIP Netherlands and WPIP Investors, together with WPIP, the "WPIP Funds"). WPIP Netherlands and WPIP Investors sold 345,000 Common Shares and 12,765 Common Shares, respectively, in connection with the Offering, and 700,000 Common Shares and 25,900 Common Shares, respectively, pursuant to the Share Repurchase Agreement, subsequent to which they own 671,488 Common Shares and 24,841 Common Shares, respectively.
  5. Reflects the aggregate number of Common Shares directly owned by the WP VIII Funds and the WPIP Funds.
  6. WP-WPVIII Investors GP L.P., a Delaware limited partnership ("WP VIII Investors GP"), is the general partner of WP VIII Investors. WP-WPIP Investors GP L.P., a Delaware limited partnership ("WPIP Investors GP"), is the general partner of WPIP Investors. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of each of WP VIII Investors GP and WPIP Investors GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is (i) the managing member of WPP GP, and (ii) the general partner of WP VIII, WP VIII Netherlands, WPIP, and WPIP Netherlands. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. The WP VIII Funds and WPIP Funds are managed by Warburg Pincus LLC, a New York limited liability company ("WP LLC").
  7. 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 Partners GP, WP, WP LLC 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 the WP VIII Funds and the WPIP Funds.
  8. 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 the WP VIII Funds and the WPIP Funds.
  9. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of WP VIII, WPIP, WP Partners, WP Partners GP, 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 herein. Each of WP VIII, WPIP, WP Partners, WP Partners GP, 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.