0000950103-11-001909.txt : 20110518 0000950103-11-001909.hdr.sgml : 20110518 20110518210804 ACCESSION NUMBER: 0000950103-11-001909 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110516 FILED AS OF DATE: 20110518 DATE AS OF CHANGE: 20110518 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: KEMP JOHN RANDOLPH III CENTRAL INDEX KEY: 0001245234 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35167 FILM NUMBER: 11856231 MAIL ADDRESS: STREET 1: 3106 NOBLE LAKES LANE CITY: HOUSTON STATE: TX ZIP: 77082-6809 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2011-05-16 0001509991 Kosmos Energy Ltd. KOS 0001245234 KEMP JOHN RANDOLPH III C/O KOSMOS ENERGY, LLC 8176 PARK LANE, SUITE 500 DALLAS TX 75231 1 0 0 0 Common Shares 2011-05-16 4 J 0 75524 0 A 75524 D Common Shares 2011-05-16 4 P 0 15000 18.00 A 90524 D Common Shares 2011-05-16 4 P 0 1800 18.00 A 1800 I See footnote. Common Shares 2011-05-16 4 J 0 662816 0 A 662816 I See footnote. In connection with a corporate reorganization, which involved Kosmos Energy Holdings becoming wholly-owned by the Issuer, and the Issuer's initial public offering described in the prospectus dated May 11, 2011, the reporting person received 75,524 common shares in exchange for his unvested profit units in Kosmos Energy Holdings under the Issuer's Long Term Incentive Plan (the "Plan"). Subject to the terms of the Plan and an award agreement under the Plan, these restricted shares are scheduled to vest on the same dates as the exchanged profit units were scheduled to vest, as follows: 63,595 restricted shares are scheduled to vest 50% on June 11, 2011 and 50% on June 11, 2012, and 11,930 shares are scheduled to vest 25% on each of November 5, 2011, November 5, 2012, November 5, 2013 and November 5, 2014. The price to the public in the Issuer's initial public offering. These shares were purchased by the reporting person's wife. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. These shares granted under the Plan are directly owned by the Rhonda N. Kemp 2011 Trust No. 1, Rhonda N. Kemp 2011 Trust No. 2, John R. Kemp, IV 2011 Trust No. 1, John R. Kemp, IV 2011 Trust No. 2, John R. Kemp, III 2011 Grantor Retained Annuity Trust and the Rosalind I. Kemp 2011 Grantor Retained Annuity Trust. In connection with the Issuer's corporate reorganization and initial public offering, these trusts received 26,579, 26,579, 26,579, 26,579, 278,250 and 278,250 common shares, respectively, in exchange for their respective vested units in Kosmos Energy Holdings. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. /s/ Phillip Feiner, as Attorney-in-Fact 2011-05-18