0001220634-11-000001.txt : 20110518 0001220634-11-000001.hdr.sgml : 20110518 20110518161833 ACCESSION NUMBER: 0001220634-11-000001 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: HARRIS JEFFREY CENTRAL INDEX KEY: 0001220634 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35167 FILM NUMBER: 11855112 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVE 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 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2011-05-16 0 0001509991 Kosmos Energy Ltd. KOS 0001220634 HARRIS JEFFREY C/O WARBURG PINCUS LLC 450 LEXINGTON AVE NEW YORK NY 10017 1 0 0 0 Common Shares 2011-05-16 4 J 0 154379137 0 A 154379137 I See Footnotes Series A Convertible Preferred Units 0 2011-05-16 4 J 0 16129849 0 D Common Shares 87664716 0 I See Footnote Series B Convertible Preferred Units 0 2011-05-16 4 J 0 10771752 0 D Common Shares 59157300 0 I See Footnote Series C Convertible Preferred Units 0 2011-05-16 4 J 0 476134 0 D Common Shares 2588876 0 I See Footnote C1 Units 0 2011-05-16 4 J 0 1345081 0 D Common Shares 4968245 0 I See Footnote The common shares, par value $0.01 (the "Common Shares") of Kosmos Energy Ltd. (the "Issuer"), were issued in exchange for the outstanding units in Kosmos Energy Holdings ("KEH") listed in Table II pursuant to the corporate reorganization (the "Corporate Reorganization") in connection with the initial public offering of Common Shares of the Issuer, which units were exchangeable pursuant to the Fourth Amended and Restated Operating Agreement of KEH upon the closing of the initial public offering of the Issuer based on the pre-offering equity value of such units. Reflects the aggregate number of Common Shares directly owned by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WPPE VIII"), together with two affiliated limited partnerships (together with WPPE VIII, "WP VIII"), and Warburg Pincus International Partners, L.P., a Delaware limited partnership ("WPIP LP"), together with two affiliated limited partnerships (together with WPIP LP, "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 sole 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 and Joseph P. Landy are Managing General Partners of WP and Managing Members and Co-Presidents of WP LLC. Mr. Harris is a Partner of WP and a Managing Director and Member of WP LLC. The Common Shares of the Issuer which WP VIII and WPIP have acquired are reflected as indirectly beneficially owned by Mr. Harris because of his affiliation with the Warburg Pincus entities. Mr. Harris disclaims beneficial ownership with respect to any Common Shares of the Issuer in which he does not have a direct pecuniary interest. Reflects the aggregate number of units of KEH directly owned by WP VIII and WPIP prior to the exchange of such units on May 16, 2011 pursuant to the Corporate Reorganization. /s/ Jeffrey A. Harris 2011-05-18