0000950103-14-004984.txt : 20140717 0000950103-14-004984.hdr.sgml : 20140717 20140717193044 ACCESSION NUMBER: 0000950103-14-004984 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140715 FILED AS OF DATE: 20140717 DATE AS OF CHANGE: 20140717 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: Landy Joseph P. CENTRAL INDEX KEY: 0001220638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35167 FILM NUMBER: 14981442 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: LANDY JOSEPH DATE OF NAME CHANGE: 20030225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35167 FILM NUMBER: 14981443 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus International Partners, L.P. CENTRAL INDEX KEY: 0001299643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35167 FILM NUMBER: 14981444 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity VIII, L.P. CENTRAL INDEX KEY: 0001157334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35167 FILM NUMBER: 14981445 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: WARBURG PINCUS PRIVATE EQUITY VIII L P DATE OF NAME CHANGE: 20010813 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners LLC CENTRAL INDEX KEY: 0001322709 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35167 FILM NUMBER: 14981446 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO. CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35167 FILM NUMBER: 14981448 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 FORMER NAME: FORMER CONFORMED NAME: WARBURG PINCUS & CO DATE OF NAME CHANGE: 19940901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35167 FILM NUMBER: 14981447 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 dp47974_4-wp.xml FORM 4 X0306 4 2014-07-15 0 0001509991 Kosmos Energy Ltd. KOS 0000929408 WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY NY 10017 1 0 1 0 0001162870 WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001322709 Warburg Pincus Partners LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001157334 Warburg Pincus Private Equity VIII, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001299643 Warburg Pincus International Partners, L.P. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001220638 Landy Joseph P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 Common Shares 2014-07-15 4 S 0 5210130 9.85 D 61178611 D Common Shares 2014-07-15 4 S 0 5153243 9.85 D 60510727 D Common Shares 2014-07-15 4 S 0 10752500 9.85 D 126258651 I See Footnotes Common Shares 2014-07-15 4 S 0 10752500 9.85 D 126258651 I See Footnote This amount represents the $9.92 per share price of common shares (the "Common Shares") of Kosmos Energy Ltd. (the "Issuer") sold by the underwriters in connection with a secondary offering of the Issuer which closed on July 15, 2014 (the "Offering"), less the underwriting discount of $0.07 per share. The material terms of the Offering are described in the prospectus supplement, dated July 9, 2014, filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on July 11, 2014. Reflects the number of Common Shares directly owned by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WPPE VIII"). This number does not include the number of Common Shares held by Warburg Pincus Netherlands Private Equity VIII I C.V., a company incorporated under the laws of the Netherlands ("WP VIII I CV") and WP-WPVIII Investors, L.P., a Delaware limited partnership ("WP-WPVIII Investors"), which are limited partnerships affiliated with WPPE VIII (WP VIII I CV and WP-WPVIII Investors, together with WPPE VIII, "WP VIII"). Each of WP VIII I CV and WP-WPVIII Investors own 1,773,765 Common Shares and 176,944 Common Shares, respectively. Reflects the number of Common Shares directly owned by Warburg Pincus International Partners, L.P., a Delaware limited partnership ("WPIP LP"). This number does not include the number of Common Shares held by Warburg Pincus Netherlands International Partners I, C.V., a company incorporated under the laws of the Netherlands ("WPIP I CV") and WP-WPIP Investors, L.P., a Delaware limited partnership ("WP-WPIP Investors"), which are limited partnerships affiliated with WPIP LP (WPIP I CV and WP-WPIP Investors, together with WPIP LP, "WPIP"). Each of WPIP I CV and WP-WPIP Investors own 2,525,177 Common Shares and 93,427 Common Shares, respectively. Reflects the aggregate number of Common Shares directly owned by WP VIII and WPIP. Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners") and a direct subsidiary of Warburg Pincus & Co., a New York general partnership ("WP"), is (i) the general partner of WPPE VIII and WPIP LP, (ii) the sole member of WP-WPVIII Investors LLC, a Delaware limited liability company ("WP-WPVIII GP"), which is the general partner of WP-WPVIII Investors, and (iii) the sole member of WP-WPIP Investors LLC, a Delaware limited liability company ("WP-WPIP GP"), which is the general partner of WP-WPIP Investors. WP is the managing member of WP Partners. WP VIII and WPIP are managed by Warburg Pincus LLC, a New York limited liability company ("WP LLC"). Charles R. Kaye is a Managing General Partner of WP and a Managing Member and Co-Chief Executive Officer of WP LLC. Pursuant to Rule 16a-1 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), WP Partners, WP, WP LLC, WP-WPVIII GP, WP-WPIP GP and Mr. Kaye may be deemed to be the beneficial owners of any securities reported herein that may be deemed to be beneficially owned by WP VIII and WPIP. Joseph P. Landy is a Managing General Partner of WP and a Managing Member and Co-Chief Executive Officer of WP LLC. Pursuant to Rule 16a-1 of the Exchange Act, Mr. Landy may be deemed to be the beneficial owner of any securities reported herein that may be deemed to be beneficially owned by WP VIII and WPIP. Mr. Landy is also a director of the Issuer. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of WP VIII, WPIP, WP-WPVIII GP, WP-WPIP GP, WP Partners, WP, WP LLC, Mr. Kaye and Mr. Landy herein state that this filing shall not be deemed an admission that he or it is the beneficial owner of any such Common Shares covered hereby. Each of WP VIII, WPIP, WP-WPVIII GP, WP-WPIP GP, WP Partners, WP, WP LLC, Mr. Kaye and Mr. Landy disclaims beneficial ownership of such Common Shares, except to the extent of its or his pecuniary interest in such Common Shares. This Form 4 shall not be deemed an admission that any reporting person or any other person referred to herein is a beneficial owner of any securities of the Issuer for purposes of Section 16 of the Exchange Act, or for any other purpose or that any reporting person or other person has an obligation to file this Form 4. Director by Deputization - WP VIII, WPIP, WP-WPVIII GP, WP-WPIP GP, WP Partners and WP (collectively, the "Warburg Pincus Entities") collectively have the right to nominate for election two directors to the Board of Directors of the Issuer (the "Board") pursuant to a Shareholders Agreement entered into by and among the Issuer and certain of the Issuer's stockholders in connection with the consummation of the Issuer's initial public offering on the terms and conditions set forth therein. The directors will serve on the Board as representatives of the Warburg Pincus Entities. *The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the SEC on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. and is hereby incorporated by reference. By: Warburg Pincus & Co., By: /s/ Robert B. Knauss, Partner 2014-07-17 By: Warburg Pincus LLC, By: /s/ Robert B. Knauss, Managing Director 2014-07-17 By: Warburg Pincus Partners LLC, By: Warburg Pincus & Co., its Managing Member, By: /s/ Robert B. Knauss, Partner 2014-07-17 By: Warburg Pincus Private Equity VIII, L.P., By: Warburg Pincus Partners LLC, its General Partner, By: Warburg Pincus & Co., its Managing Member, By: /s/ Robert B. Knauss, Partner 2014-07-17 By: Warburg Pincus International Partners, L.P., By: Warburg Pincus Partners LLC, its General Partner, By: Warburg Pincus & Co., its Managing Member, By: /s/ Robert B. Knauss, Partner 2014-07-17 By: Charles R. Kaye, By: /s/ Robert B. Knauss, Attorney-in-Fact* 2014-07-17 By: Joseph P. Landy, By: /s/ Robert B. Knauss, Attorney-in-Fact* 2014-07-17