0001104659-13-014023.txt : 20130225 0001104659-13-014023.hdr.sgml : 20130225 20130225193823 ACCESSION NUMBER: 0001104659-13-014023 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130221 FILED AS OF DATE: 20130225 DATE AS OF CHANGE: 20130225 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: 13640659 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: 13640660 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 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: 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: 13640665 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 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: 13640662 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 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: 13640664 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 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: 13640661 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 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: 13640663 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 a4.xml 4 X0306 4 2013-02-21 0 0001509991 Kosmos Energy Ltd. KOS 0000929408 WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY NY 100173147 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 2013-02-21 4 S 0 7305695 11 D 67498713 D Common Shares 2013-02-21 4 S 0 7225929 11 D 66761824 D Common Shares 2013-02-21 4 S 0 15077261 11 D 139301876 I See Footnotes Common Shares 2013-02-21 4 S 0 15077261 11 D 139301876 I See Footnotes This amount represents the per share price of common stock (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 February 21, 2013 (the "Offering"). The material terms of the Offering are described in the prospectus, dated February 14, 2013, filed by the Issuer with the Securities and Exchange Commission on February 15, 2013. Reflects the number of Common Shares directly owned by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WPPE VIII"). Two affiliated limited partnerships (collectively, and together with WPPE VIII, "WP VIII") directly own 1,956,956 Common Shares and 195,263 Common Shares, respectively. Reflects the number of Common Shares directly owned by Warburg Pincus International Partners, L.P., a Delaware limited partnership ("WPIP LP"). Two affiliated limited partnerships (collectively, and together with WPIP LP, "WPIP") directly own 2,786,041 Common Shares and 103,079 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 direct subsidiary of Warburg Pincus & Co., a New York general partnership ("WP"), is the general partner of WPPE VIII and WPIP LP. 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-President 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 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-President 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 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 shares of Common Shares covered by this Statement. Each of WP VIII, WPIP, 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 shares of Common Shares. Director by Deputization - WP VIII, WPIP, WP Partners, and WP (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 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. Warburg Pincus & Co., By: /s/ Scott A. Arenare, Attorney-in-Fact* 2013-02-25 Warburg Pincus LLC, By: /s/Scott A. Arenare, Managing Director 2013-02-25 Warburg Pincus Partners LLC, By: Warburg Pincus & Co., its Managing Member, By: /s/ Scott A. Arenare, Attorney-in-Fact* 2013-02-25 Warburg Pincus Private Equity VIII, L.P., By: Warburg Pincus Partners LLC, its General Partner, By: Warburg Pincus & Co., its Managing Member, By: /s/ Scott A. Arenare, Attorney-in-Fact* 2013-02-25 Warburg Pincus International Partners, L.P., By: Warburg Pincus Partners LLC, its General Partner, By: Warburg Pincus & Co., its Managing Member, By: /s/ Scott A. Arenare, Attorney-in-Fact* 2013-02-25 Charles R. Kaye, By: /s/ Scott A. Arenare, as Attorney-in-Fact* for Charles R. Kaye 2013-02-25 Joseph P. Landy By: /s/ Scott A. Arenare, as Attorney-in-Fact* for Joseph P. Landy 2013-02-25