0001140361-13-002921.txt : 20130123 0001140361-13-002921.hdr.sgml : 20130123 20130123205854 ACCESSION NUMBER: 0001140361-13-002921 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130118 FILED AS OF DATE: 20130123 DATE AS OF CHANGE: 20130123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: van Steenbergen D. Jeff CENTRAL INDEX KEY: 0001478457 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543959 MAIL ADDRESS: STREET 1: C/O KERN PARTNERS LTD. STREET 2: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cobalt International Energy, Inc. CENTRAL INDEX KEY: 0001471261 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 270821169 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: COBALT CENTER STREET 2: 920 MEMORIAL CITY WAY, SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (713) 579-9100 MAIL ADDRESS: STREET 1: COBALT CENTER STREET 2: 920 MEMORIAL CITY WAY, SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77024 4 1 doc1.xml FORM 4 X0306 4 2013-01-18 0 0001471261 Cobalt International Energy, Inc. CIE 0001478457 van Steenbergen D. Jeff CENTENNIAL PLACE EAST, 3110-520 3RD AVENUE SW CALGARY A0 T2P 0R3 ALBERTA, CANADA 1 0 0 0 Common Stock, par value $0.01 2013-01-18 4 S 0 3900000 25.00 D 23039795 I See Footnotes For text of Footnote 1, see Exhibit 99.1. For text of Footnote 2, see Exhibit 99.1. For text of Footnote 3, see Exhibit 99.1. /s/ D. Jeff van Steenbergen 2013-01-23 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
 
Exhibit 99.1

FOOTNOTES
 
(1)  
The Reporting Person is a director of KERN Partners Ltd., KERN Energy Partners Management III Ltd. and a director and/or officer of certain subsidiaries and affiliates of the foregoing (collectively, "KERN Partners") and a director of Cobalt International Energy, Inc. (the “Company”).

(2)  
Pursuant to an underwriting agreement, dated January 15, 2013 (the “Underwriting Agreement”), by and among the underwriters named therein (the “Underwriters”), the Company and the selling stockholders named in Schedule A thereto (the “Selling Stockholders”), the Underwriters agreed to purchase from the Selling Stockholders and the Selling Stockholders agreed to sell to the Underwriters an aggregate of 40,000,000 shares of common stock of the Company, par value $0.01 (“Common Stock”), which aggregate amount includes 3,900,000 shares of Common Stock held by certain affiliates of KERN Partners (the “Offering”). On January 18, 2013, the Underwriters closed on the Offering, pursuant to which certain affiliates of KERN Partners sold an aggregate of 3,900,000 shares of Common Stock.

(3)  
Pursuant to the final prospectus filed with the Securities and Exchange Commission (the “SEC”) by the Company on January 17, 2013, the purchase price of the shares of Common Stock in the Offering paid by the Underwriters was $25.00 per share of Common Stock. Accordingly, certain affiliates of KERN Partners sold an aggregate of 3,900,000 shares of Common Stock for an aggregate amount of $97,500,000.

(4)  
As of January 18, 2013 certain affiliates of KERN Partners may be deemed to beneficially own, in the aggregate 23,039,795 shares of Common Stock, excluding 52,060 shares of Common Stock that are solely beneficially owned by Caisse de dépôt et placement du Québec (“Caisse”) as reported in the Form 4 filed with the SEC by Caisse on November 7, 2012.  The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interests therein, if any. The Reporting Person may be deemed to be a member of a “group” for purposes of the Exchange Act. This Form 4 shall not be deemed to be an admission that the Reporting Person is a member of a “group”, the beneficial owner of any securities reported herein or has any pecuniary interest in any of the securities reported herein, in each case, for purposes of Section 16 of the Exchange Act or for any other purpose.