SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
C/R Energy GP III, LLC

(Last) (First) (Middle)
712 FIFTH AVENUE, 51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cobalt International Energy, Inc. [ CIE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/18/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/18/2013 S 5,219,820 D $25 19,962,483 I See footnotes (1) (2) (4)
Common Stock 01/18/2013 S 7,829,730 D $25 29,943,723 I See footnotes (3) (4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
C/R Energy GP III, LLC

(Last) (First) (Middle)
712 FIFTH AVENUE, 51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
C R ENERGY GP II LLC

(Last) (First) (Middle)
712 FIFTH AVENUE, 51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
C/R Energy III Cobalt Partnership, L.P.

(Last) (First) (Middle)
712 FIFTH AVENUE, 51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
C/R Energy Coinvestment II, L.P.

(Last) (First) (Middle)
712 FIFTH AVENUE, 51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
C/R Cobalt Investment Partnership, L.P.

(Last) (First) (Middle)
712 FIFTH AVENUE, 51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle/Riverstone Energy Partners III, L.P.

(Last) (First) (Middle)
712 FIFTH AVENUE, 51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle/Riverstone Global Energy & Power Fund III L P

(Last) (First) (Middle)
712 FIFTH AVENUE, 51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CARLYLE RIVERSTONE ENERGY PARTNERS II LP

(Last) (First) (Middle)
712 FIFTH AVENUE, 51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RIVERSTONE HOLDINGS LLC

(Last) (First) (Middle)
712 FIFTH AVENUE, 51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TCG HOLDINGS LLC

(Last) (First) (Middle)
712 FIFTH AVENUE, 51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. Carlyle/Riverstone Global Energy and Power Fund III, L.P. ("C/R Fund III"), C/R Energy III Cobalt Partnership, L.P. ("C/R III Cobalt"), Riverstone Energy Coinvestment III, L.P. ("REC III") and Carlyle Energy Coinvestment III, L.P. ("CEC III") and the record holders of 20,222,488, 8,712,859, 828,383 and 179,993 shares of common stock, respectively, following the transactions reported herein. C/R Energy GP III, LLC exercises investment discretion and control over the shares held by each of C/R Fund III and C/R III Cobalt through their mutual general partner, Carlyle/Riverstone Energy Partners III, L.P., of which C/R Energy GP III, LLC is the sole general partner. C/R Energy GP III, LLC has the power to direct the voting and disposition of the shares held by each of REC III and CEC III.
2. Riverstone Coinvestment III GP, L.L.C. is the general partner of REC III. Riverstone Holdings LLC is the managing member of Riverstone Coinvestment III GP, L.L.C. Pierre F. Lapeyre, Jr. and David M. Leuschen are the managing members of Riverstone Holdings LLC and, in such capacity, may be deemed to share beneficial ownership of common stock beneficially owned by Riverstone Holdings LLC. Such individuals expressly disclaim any such beneficial ownership. Carlyle Energy Coinvestment III GP, L.L.C. is a subsidiary of TCG Holdings, L.L.C., which exercises investment discretion and control over the shares held by CEC III, subject to contractual commitments that CEC III invest and divest side-by-side with C/R III Cobalt.
3. C/R Cobalt Investment Partnership, L.P. ("C/R Cobalt") and C/R Energy Coinvestment II, L.P. ("C/R Coinvest") are the record holders of 18,257,252 and 1,705,231 shares of common stock, respectively, following the transactions reported herein. C/R Energy GP II, LLC exercises investment discretion and control over the shares held by each of C/R Cobalt and C/R Coinvest through their mutual general partner, Carlyle/Riverstone Energy Partners II, L.P., of which C/R Energy GP II, LLC is the sole general partner.
4. Each of C/R Energy GP III, LLC and C/R Energy GP II, LLC is managed by an eight person managing board. Pierre F. Lapeyre, Jr., David M. Leuschen, Michael B. Hoffman, N. John Lancaster, Daniel A. D'Aniello, William E. Conway, Jr., David M. Rubenstein and Edward J. Mathias, as the members of the managing boards of each of C/R Energy GP III, LLC and C/R Energy GP II, LLC, may be deemed to share beneficial ownership of the shares beneficially owned by C/R Energy GP III, LLC and C/R Energy GP II, LLC. Such persons disclaim any such beneficial ownership.
/s/ Thomas Walker, Authorized Person 01/23/2013
** Signature of Reporting Person Date
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