0000950103-11-001918.txt : 20110518 0000950103-11-001918.hdr.sgml : 20110518 20110518211837 ACCESSION NUMBER: 0000950103-11-001918 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: McLaughlin Dennis C CENTRAL INDEX KEY: 0001517105 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35167 FILM NUMBER: 11856246 MAIL ADDRESS: STREET 1: 2073 FM 740 SOUTH CITY: FORNEY STATE: TX ZIP: 75126 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 0001517105 McLaughlin Dennis C C/O KOSMOS ENERGY, LLC 8176 PARK LANE, SUITE 500 DALLAS TX 75231 0 1 0 0 Senior V.P., Development Common Shares 2011-05-16 4 J 0 725215 0 A 725215 D Common Shares 2011-05-16 4 P 0 11000 18.00 A 736215 D Common Shares 2011-05-18 4 A 0 470588 0 A 1206803 D Common Shares (Right to Receive) 2011-05-18 4 A 0 117647 0 A Common Shares 117647 117647 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 205,968 common shares in exchange for his vested units in Kosmos Energy Holdings, the Issuer's predecessor, and 519,247 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 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: 83,039 of these restricted shares are scheduled to vest on February 6, 2012, 9,686 of these restricted shares are scheduled to vest on June 11, 2012, 53,726 of these restricted shares are scheduled to vest on December 10, 2012, and 372,796 of these restricted shares are scheduled to vest 50% on December 9, 2012 and 50% on December 9, 2014. The price to the public in the Issuer's initial public offering. 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. ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). /s/ Phillip Feiner, as Attorney-in-Fact 2011-05-18