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