SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Haas Eric

(Last) (First) (Middle)
C/O KOSMOS ENERGY, LLC
8176 PARK LANE, SUITE 500

(Street)
DALLAS TX 75231

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/15/2013
3. Issuer Name and Ticker or Trading Symbol
Kosmos Energy Ltd. [ KOS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Production & Tech. Srvcs
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 89,313 (1) D
Common Stock 306,038 (2) I See footnote (2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This number includes: (a) 58,824 restricted shares that were granted under the Issuer's Long-Term Incentive Plan (the "Plan") and are scheduled to vest on May 16, 2015, subject to the satisfaction of service and performance conditions specified in the Plan and the applicable award agreement issued under the plan, which terms provide for accelerated vesting under specified circumstances; (b) 30,289 restricted share units that were granted under the Plan and are scheduled to vest 25% on June 1 of each of 2013, 2014, 2015 and 2016, subject to the terms of the Plan and the applicable award agreement issued thereunder, which terms provide for accelerated vesting under specified circumstances; and (3) 100 shares held jointly by the reporting person and his minor daughter.
2. These shares are directly owned by Alaminos, LP, an entity controlled by the reporting person. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. This number includes: (a) 196,921 restricted shares that were granted under the Plan and are scheduled to vest 50% on April 27 of each of 2013 and 2015, subject to the terms of the Plan and the applicable award agreement issued thereunder, which terms provide for accelerated vesting under specified circumstances; and (b) 44,118 restricted shares that were granted under the Plan and are scheduled to vest one-third on May 16 of each of 2013, 2014 and 2015, subject to the terms of the Plan and the applicable award agreement issued thereunder, which terms provide for accelerated vesting under specified circumstances.
Remarks:
/s/ Phillip Feiner, as Attorney-in-Fact 01/23/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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