0000950103-11-001910.txt : 20110518
0000950103-11-001910.hdr.sgml : 20110518
20110518210927
ACCESSION NUMBER: 0000950103-11-001910
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20110516
FILED AS OF DATE: 20110518
DATE AS OF CHANGE: 20110518
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MAXTED BRIAN F
CENTRAL INDEX KEY: 0001240698
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35167
FILM NUMBER: 11856232
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
4
1
edgar.xml
PRIMARY DOCUMENT
X0303
4
2011-05-16
0001509991
Kosmos Energy Ltd.
KOS
0001240698
MAXTED BRIAN F
C/O KOSMOS ENERGY, LLC
8176 PARK LANE, SUITE 500
DALLAS
TX
75231
1
1
0
0
Director and CEO
Common Shares
2011-05-16
4
J
0
4138651
0
A
4138651
D
Common Shares
2011-05-16
4
P
0
10000
18.00
A
4148651
D
Common Shares
2011-05-16
4
J
0
6729864
0
A
6729864
I
See footnote.
Common Shares
2011-05-18
4
A
0
2588235
0
A
6736886
D
Common Shares (Right to Receive)
2011-05-18
4
A
0
647059
0
A
Common Shares
647059
647059
D
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 3,990,304 common shares in exchange for his vested units in Kosmos Energy Holdings, the Issuer's predecessor, and 148,347 restricted 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, the restricted shares are scheduled to vest on June 13, 2011, which is when the reporting person's profit units were scheduled to vest.
The price to the public in the Issuer's initial public offering.
These shares granted under the Plan are directly owned by Maxted Family Investments, Ltd., an entity controlled by the reporting person. In connection with the Issuer's corporate reorganization and initial public offering, Maxted Family Investments, Ltd., received 4,915,277 common shares in exchange for its vested units in Kosmos Energy Holdings and 1,814,587 restricted shares in exchange for its unvested profit units under 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: 37,087 of these restricted shares are scheduled to vest on June 13, 2011, and 1,777,500 of these restricted shares are scheduled to vest 50% on June 11, 2011 and 50% on June 11, 2012. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
These restricted shares were granted under the Plan and are scheduled to vest 25% on each of the first four anniversaries of May 16, 2011, subject to the terms of the Plan and an award agreement under the Plan.
1 for 1.
In connection with the Issuer's initial public offering, the reporting person acquired a contractual right to receive restricted shares under the Plan within 30 days after the offering. These restricted shares are scheduled to vest 25% on each of the first four anniversaries of May 16, 2011 based on the satisfaction of certain performance conditions, in accordance with the terms of the Plan and an award agreement to be issued under the Plan.
/s/ Phillip Feiner, as Attorney-in-Fact
2011-05-18