0001140361-13-002923.txt : 20130123 0001140361-13-002923.hdr.sgml : 20130123 20130123210241 ACCESSION NUMBER: 0001140361-13-002923 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130118 FILED AS OF DATE: 20130123 DATE AS OF CHANGE: 20130123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Karkkainen Pentti CENTRAL INDEX KEY: 0001478609 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543978 MAIL ADDRESS: STREET 1: C/O KERN PARTNERS LTD. STREET 2: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cobalt International Energy, Inc. CENTRAL INDEX KEY: 0001471261 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 270821169 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: COBALT CENTER STREET 2: 920 MEMORIAL CITY WAY, SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (713) 579-9100 MAIL ADDRESS: STREET 1: COBALT CENTER STREET 2: 920 MEMORIAL CITY WAY, SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAISSE DE DEPOT ET PLACEMENT DU QUEBEC CENTRAL INDEX KEY: 0000898286 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543979 BUSINESS ADDRESS: STREET 1: 1000 PLACE JEAN-PAUL RIOPELLE CITY: MONTREAL STATE: A8 ZIP: H2Z2B3 BUSINESS PHONE: 514 847-2353 MAIL ADDRESS: STREET 1: 1000 PLACE JEAN-PAUL RIOPELLE CITY: MONTREAL STATE: A8 ZIP: H2Z2B3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Board of Trustees of The Leland Stanford Junior University CENTRAL INDEX KEY: 0001315828 STATE OF INCORPORATION: CA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543980 BUSINESS ADDRESS: STREET 1: 2770 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 926-0240 MAIL ADDRESS: STREET 1: 2770 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERN Energy Partners GP III LP CENTRAL INDEX KEY: 0001478423 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543977 BUSINESS ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 BUSINESS PHONE: (403) 517-1500 MAIL ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERN Energy Partners Management III Ltd. CENTRAL INDEX KEY: 0001478424 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543974 BUSINESS ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 BUSINESS PHONE: (403) 517-1500 MAIL ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERN Energy Partners Management II Ltd. CENTRAL INDEX KEY: 0001478425 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543975 BUSINESS ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 BUSINESS PHONE: (403) 517-1500 MAIL ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERN Energy Partners Management Ltd. CENTRAL INDEX KEY: 0001478426 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543976 BUSINESS ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 BUSINESS PHONE: (403) 517-1500 MAIL ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERN Partners Ltd. CENTRAL INDEX KEY: 0001478433 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543973 BUSINESS ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 BUSINESS PHONE: (403) 517-1500 MAIL ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 4 1 doc1.xml FORM 4 X0306 4 2013-01-18 0 0001471261 Cobalt International Energy, Inc. CIE 0001478423 KERN Energy Partners GP III LP CENTENNIAL PLACE EAST, 3110-520 3RD AVENUE SW CALGARY A0 T2P 0R3 ALBERTA, CANADA 0 0 1 0 0001478426 KERN Energy Partners Management Ltd. CENTENNIAL PLACE EAST, 3110-520 3RD AVENUE SW CALGARY A0 T2P 0R3 ALBERTA, CANADA 0 0 1 0 0001478425 KERN Energy Partners Management II Ltd. CENTENNIAL PLACE EAST, 3110-520 3RD AVENUE SW CALGARY A0 T2P 0R3 ALBERTA, CANADA 0 0 1 0 0001478424 KERN Energy Partners Management III Ltd. CENTENNIAL PLACE EAST, 3110-520 3RD AVEN 3110-520 3RD AVENUE SW CALGARY A0 T2P 0R3 ALBERTA, CANADA 0 0 1 0 0001478433 KERN Partners Ltd. CENTENNIAL PLACE EAST, 3110-520 3RD AVENUE SW CALGARY A0 T2P 0R3 ALBERTA, CANADA 0 0 1 0 0001315828 Board of Trustees of The Leland Stanford Junior University 635 KNIGHT WAY STANFORD CA 94305-7297 0 0 1 0 0000898286 CAISSE DE DEPOT ET PLACEMENT DU QUEBEC 1000 PLACE JEAN-PAUL RIOPELLE CALGARY A0 T2P 0R3 ALBERTA, CANADA 0 0 1 0 0001478609 Karkkainen Pentti CENTENNIAL PLACE EAST, 3110-520 3RD AVENUE SW ALBERTA Z4 T2P 0R3 CANADA (FEDERAL LEVEL) 0 0 1 0 Common Stock, par value $0.01 2013-01-18 4 S 0 3900000 25.00 D 23039795 I See footnotes For text of Footnote 1, see Exhibit 99.1. For text of Footnote 2, see Exhibit 99.1. For text of Footnote 3, see Exhibit 99.1. See Exhibit 99.2 2013-01-23 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
 
Exhibit 99.1

FOOTNOTES

(1)  
This statement is being filed with the Securities and Exchange Commission (the “SEC”) by KERN Cobalt Co-Invest Partners AP LP (the “AP Partnership”), Kern Cobalt Group Management Ltd. (“KERN Cobalt Group”), The Board of Trustees of the Leland Stanford Junior University, Caisse de dépôt et placement du Québec (“Caisse”), KERN Energy Partners I LP (“KERN I”), KERN Energy Partners II LP (“KERN II”), KERN Energy Partners III LP (“KERN III”) and KERN Cobalt Co-Invest V LP (“KERN V”), each a limited partner of the AP Partnership; KERN Energy Partners I U.S. LP (“KERN I U.S.”), KERN Energy Partners II U.S. LP (“KERN II U.S.”) and KERN Energy Partners III U.S. LP (“KERN III U.S.”), each a limited partner of KERN V; KERN Cobalt Group V LLC (“KERN Group V”), the general partner of KERN V; KERN Energy Partners Management Ltd. (“KERN Management”), the general partner of KERN I and KERN I U.S.; KERN Partners Ltd. (“KERN Partners”), the sole stockholder of KERN Cobalt Group, KERN Management and KERN Energy Partners Management II Ltd. (“KERN Management II”) and the sole member of KERN Group V; KERN Management II, the general partner of KERN II and KERN II U.S.; KERN Energy Partners GP III LP (“KERN Energy GP”), the general partner of KERN III and KERN III U.S.; KERN Energy Partners Management III Ltd. (“KERN Management III”), the general partner of KERN Energy GP; and Pentti Karkkainen, a director of KERN Partners (collectively, the “Reporting Persons”). Neither the present filing nor anything contained herein shall be construed as an admission that any Reporting Person constitutes a “person” for any purpose other than for compliance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Due to the electronic system’s limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

(2)  
Pursuant to an underwriting agreement, dated January 15, 2013 (the “Underwriting Agreement”), by and among the underwriters named therein (the “Underwriters”), Cobalt International Energy, Inc. (the “Company”) and the selling stockholders named in Schedule A thereto (the “Selling Stockholders”), the Underwriters agreed to purchase from the Selling Stockholders and the Selling Stockholders agreed to sell to the Underwriters an aggregate of 40,000,000 shares of common stock of the Company, par value $0.01 (“Common Stock”), which aggregate amount includes 3,900,000 shares of Common Stock held directly by the AP Partnership and indirectly by the other Reporting Persons (the “Offering”). On January 18, 2013, the Underwriters closed on the Offering, pursuant to which the Reporting Persons sold an aggregate of 3,900,000 shares of Common Stock.

Pursuant to the final prospectus filed with the SEC by the Company on January 17, 2013, the purchase price of the shares of Common Stock in the Offering paid by the Underwriters was $25.00 per share of Common Stock. Accordingly, the Reporting Persons sold an aggregate of 3,900,000 shares of Common Stock for an aggregate amount of $97,500,000.

(3)  
As of January 18, 2013 the Reporting Persons may be deemed to beneficially own 23,039,795 shares of Common Stock, excluding 52,060 shares of Common Stock that are solely beneficially owned by Caisse as reported in the Form 4 filed with the SEC by Caisse on November 7, 2012.  Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interests therein. Each Reporting Person may be deemed to be a member of a “group” for purposes of the Exchange Act. This Form 4 shall not be deemed to be an admission that any Reporting Person is a member of a “group”, the beneficial owner of any securities reported herein or has any pecuniary interest in any of the securities reported herein, in each case, for purposes of Section 16 of the Exchange Act or for any other purpose.
EX-99.2 3 misc2.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
 
Exhibit 99.2

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 23, 2013
 

KERN Energy Partners GP III LP

By: KERN Energy Partners Management III Ltd., General Partner
 
By: /s/ D. Jeff van Steenbergen, Director
__________________________________
 
January 23, 2013
 

KERN Energy Partners Management Ltd.
 
By: /s/ D. Jeff van Steenbergen, Director
__________________________________
 
January 23, 2013
 

KERN Energy Partners Management II Ltd.

By: /s/ D. Jeff van Steenbergen, Director
__________________________________
 
January 23, 2013
 

KERN Energy Partners Management III Ltd.

By: /s/ D. Jeff van Steenbergen, Director
__________________________________
 
January 23, 2013
 

KERN Partners Ltd.
 
By: /s/ D. Jeff van Steenbergen, Director
__________________________________
 
January 23, 2013
 

The Board of Trustees of the Leland Stanford Junior University,
 
By: /s/ Thomas Lurquin, Director
Natural Resources
Investments
__________________________________
 
January 23, 2013
 

Caisse de dépôt et placement du Québec,
 
By: /s/ Cyrille Vittecoq
Vice-President, Investissements
__________________________________
 
January 23, 2013
 
 
By: /s/ Pierre Lambert 
Directeur, Investissements
__________________________________
 
January 23, 2013

 
Pentti Karkkainen

By: /s/ Pentti Karkkainen
__________________________________
 
January 23, 2013