0001181431-11-028995.txt : 20110511 0001181431-11-028995.hdr.sgml : 20110511 20110511215654 ACCESSION NUMBER: 0001181431-11-028995 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110511 FILED AS OF DATE: 20110511 DATE AS OF CHANGE: 20110511 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLACKSTONE CAPITAL PARTNERS CAYMAN IV LP CENTRAL INDEX KEY: 0001273169 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35167 FILM NUMBER: 11833617 MAIL ADDRESS: STREET 1: BLACKSTONE GROUP STREET 2: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLACKSTONE FAMILY INVESTMENT PARTNERSHIP CAYMAN IV-A LP CENTRAL INDEX KEY: 0001273171 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35167 FILM NUMBER: 11833615 MAIL ADDRESS: STREET 1: BLACKSTONE GROUP STREET 2: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kosmos Energy Ltd. CENTRAL INDEX KEY: 0001509991 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980686001 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: (214) 445-9600 MAIL ADDRESS: STREET 1: 8176 PARK LANE STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75231 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLACKSTONE CAPITAL PARTNERS CAYMAN IV- A LP CENTRAL INDEX KEY: 0001273170 STATE OF INCORPORATION: NY FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35167 FILM NUMBER: 11833616 BUSINESS ADDRESS: STREET 1: BLACKSTONE GROUP STREET 2: BLACKSTONE GROUP CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212 455 7341 MAIL ADDRESS: STREET 1: BLACKSTONE GROUP STREET 2: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 FORMER NAME: FORMER CONFORMED NAME: BLACKSTONE CAPITAL PARTNERS CAYMAN IV- A LP DATE OF NAME CHANGE: 20031212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Participation Partnership (Cayman) IV L.P. CENTRAL INDEX KEY: 0001344486 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35167 FILM NUMBER: 11833613 BUSINESS ADDRESS: STREET 1: C/O WALKERS, WALKER HOUSE STREET 2: MARY STREET, PO BOX 908 GT CITY: GEORGETOWN, GRAND CAYMAN STATE: E9 ZIP: GT BUSINESS PHONE: 345 945 3727 MAIL ADDRESS: STREET 1: C/O WALKERS, WALKER HOUSE STREET 2: MARY STREET, PO BOX 908 GT CITY: GEORGETOWN, GRAND CAYMAN STATE: E9 ZIP: GT REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Family Investment Partnership (Cayman) IV-A SMD L.P. CENTRAL INDEX KEY: 0001516550 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35167 FILM NUMBER: 11833614 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP IV GP L.L.C. CENTRAL INDEX KEY: 0001516552 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35167 FILM NUMBER: 11833618 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 3 1 rrd311309.xml FORM 3 X0203 3 2011-05-11 0 0001509991 Kosmos Energy Ltd. KOS 0001516552 BCP IV GP L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001273169 BLACKSTONE CAPITAL PARTNERS CAYMAN IV LP C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001273170 BLACKSTONE CAPITAL PARTNERS CAYMAN IV- A LP C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001273171 BLACKSTONE FAMILY INVESTMENT PARTNERSHIP CAYMAN IV-A LP C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001516550 Blackstone Family Investment Partnership (Cayman) IV-A SMD L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001344486 Blackstone Participation Partnership (Cayman) IV L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Series A Convertible Preferred Units Common Shares 67046010 I See Footnotes Series B Convertible Preferred Units Common Shares 45478980 I See Footnotes Series C Convertible Preferred Units Common Shares 1984092 I See Footnotes C1 Units Common Shares 3807630 I See Footnotes Series A Convertible Preferred Units Common Shares 1093390 I See Footnotes Series B Convertible Preferred Units Common Shares 741674 I See Footnotes Series C Convertible Preferred Units Common Shares 32357 I See Footnotes C1 Units Common Shares 62094 I See Footnotes Series A Convertible Preferred Units Common Shares 1845716 I See Footnotes Series B Convertible Preferred Units Common Shares 1122345 I See Footnotes Series C Convertible Preferred Units Common Shares 52350 I See Footnotes C1 Units Common Shares 100460 I See Footnotes Series A Convertible Preferred Units Common Shares 1532489 I See Footnotes Series B Convertible Preferred Units Common Shares 931875 I See Footnotes Series C Convertible Preferred Units Common Shares 43466 I See Footnotes C1 Units Common Shares 83413 I See Footnotes Series A Convertible Preferred Units Common Shares 208082 I See Footnotes Series B Convertible Preferred Units Common Shares 126533 I See Footnotes Series C Convertible Preferred Units Common Shares 5899 I See Footnotes C1 Units Common Shares 11325 I See Footnotes The securities underlying the derivative securities reported herein are issuable pursuant to the corporate reorganization (the "Corporate Reorganization") that will be completed simultaneously with, or prior to the closing (the "Closing") of the initial public offering of common shares, par value $0.01 (the "Common Shares") of Kosmos Energy Ltd., in exchange for the outstanding units of Kosmos Energy Holdings ("KEH"), which units are exchangeable pursuant to the Fourth Amended and Restated Operating Agreement of KEH upon the Closing based on the pre-offering equity value of such convertible preferred units. These securities are held by Blackstone Capital Partners (Cayman) IV L.P. ("BCP Cayman IV"). Pursuant to the Corporate Reorganization, BCP Cayman IV has the right to acquire as of the date of this filing 118,316,711 Common Shares in connection with the Closing, which is expected to occur on May 16, 2011. These securities are held by Blackstone Capital Partners (Cayman) IV-A L.P. ("BCP Cayman IV-A"). Pursuant to the Corporate Reorganization, BCP Cayman IV-A has the right to acquire as of the date of this filing 1,929,515 Common Shares in connection with the Closing, which is expected to occur on May 16, 2011. These securities are held by Blackstone Family Investment Partnership (Cayman) IV-A L.P. ("BFIP"). Pursuant to the Corporate Reorganization, BFIP has the right to acquire as of the date of this filing 3,120,870 Common Shares in connection with the Closing, which is expected to occur on May 16, 2011. These securities are held by Blackstone Family Investment Partnership (Cayman) IV-A SMD L.P. ("BFIP SMD"). Pursuant to the Corporate Reorganization, BFIP SMD has the right to acquire as of the date of this filing 2,591,243 Common Shares in connection with the Closing, which is expected to occur on May 16, 2011. These securities are held by Blackstone Participation Partnership (Cayman) IV L.P. ("BPP"). Pursuant to the Corporate Reorganization, BPP has the right to acquire as of the date of this filing 351,839 Common Shares in connection with the Closing, which is expected to occur on May 16, 2011. The general partner of BFIP SMD is Blackstone Family GP L.L.C. which is controlled by Mr. Stephen A. Schwarzman, its founder. The general partner of BCP Cayman IV and BCP Cayman IV-A is Blackstone Management Associates (Cayman) IV L.P. ("BMA"). A general partner of BMA, BFIP, and BPP is BCP IV GP L.L.C ("BCP IV"). Blackstone Holdings III L.P. is the sole member of BCP IV. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is controlled by Mr. Stephen A. Schwarzman, its founder. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, Blackstone Management Associates (Cayman) IV L.P., Blackstone Family GP L.L.C., Blackstone Holdings III L.P., Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman have filed a separate Form 3. /s/ Robert L. Friedman, Senior Managing Director for BCP IV GP L.L.C. 2011-05-11 /s/ Robert L. Friedman, Senior Managing Director, BCP IV GP L.L.C., general partner of Blackstone Management Associates (Cayman) IV L.P., general partner of Blackstone Capital Partners (Cayman) IV L.P. 2011-05-11 /s/ Robert L. Friedman, Senior Managing Director, BCP IV GP L.L.C., general partner of Blackstone Management Associates (Cayman) IV L.P., general partner of Blackstone Capital Partners (Cayman) IV-A L.P. 2011-05-11 /s/ Robert L. Friedman, Senior Managing Director, BCP IV GP L.L.C., general partner of Blackstone Family Investment Partnership (Cayman) IV-A L.P. 2011-05-11 /s/ Robert L. Friedman, Senior Managing Director, Blackstone Family GP L.L.C., general partner of Blackstone Family Investment Partnership (Cayman) IV-A SMD L.P. 2011-05-11 /s/ Robert L. Friedman, Senior Managing Director, BCP IV GP L.L.C., general partner of Blackstone Participation Partnership (Cayman) IV L.P. 2011-05-11