SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
First Reserve GP XI, Inc.

(Last) (First) (Middle)
C/O FRC FOUNDERS CORPORATION
ONE LAFAYETTE PLACE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cobalt International Energy, Inc. [ CIE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/18/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/18/2013 S 7,495,143 D $25 (1) 39,262,817 I See footnotes (2) (3) (5)
Common Stock 01/18/2013 S 2,504,857 D $25 (1) 13,121,528 I See footnotes (2) (4) (5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
First Reserve GP XI, Inc.

(Last) (First) (Middle)
C/O FRC FOUNDERS CORPORATION
ONE LAFAYETTE PLACE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
First Reserve GP XI, L.P.

(Last) (First) (Middle)
C/O FRC FOUNDERS CORPORATION
ONE LAFAYETTE PLACE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FIRST RESERVE FUND XI L P

(Last) (First) (Middle)
ONE LAFAYETTE PLACE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FR XI Onshore AIV, L.P.

(Last) (First) (Middle)
ONE LAFAYETTE PLACE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MACAULAY WILLIAM E

(Last) (First) (Middle)
C/O FRC FOUNDERS CORPORATION
ONE LAFAYETTE PLACE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
Explanation of Responses:
1. This amount represents the per share price of common stock of Cobalt International Energy, Inc. (the "Common Stock") sold by the Reporting Persons to the underwriters.
2. This Form 4 is filed on behalf of William E. Macaulay, First Reserve GP XI, Inc. ("GP XI Inc."), First Reserve GP XI, L.P. ("GP XI"), First Reserve Fund XI, L.P. ("Fund XI") and FR XI Onshore AIV, L.P. ("Onshore AIV"). GP XI is the general partner of Fund XI and Onshore AIV, and GP XI Inc. is the general partner of GP XI. Mr. Macaulay is a director of GP XI Inc. and has the right to appoint a majority of the board of directors of GP XI Inc. In such capacities, each of Mr. Macaulay, GP XI Inc. and GP XI may be deemed to have an indirect pecuniary interest in the shares of Common Stock held by Fund XI and Onshore AIV.
3. These shares of Common Stock are held by Fund XI.
4. These shares of Common Stock are held by Onshore AIV.
5. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that this filing shall not be deemed an admission that such Reporting Person is the beneficial owner of any of the shares of Common Stock covered by this Statement. Additionally, each Reporting Person, other than Fund XI and Onshore AIV with respect to the securities held directly by each of them, disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
/s/ Anne E. Gold, Chief Compliance Officer/Secretary, First Reserve GP XI, Inc. 01/18/2013
/s/ Anne E. Gold, Chief Compliance Officer/Secretary, First Reserve GP XI, L.P., First Reserve GP XI, Inc., its general partner 01/18/2013
/s/ Anne E. Gold, Chief Compliance Officer/Secretary, First Reserve Fund XI, L.P., First Reserve GP XI, L.P., its general partner, First Reserve GP XI, Inc., its general partner 01/18/2013
/s/ Anne E. Gold, Chief Compliance Officer/Secretary, FR XI Onshore AIV, L.P., First Reserve GP XI, L.P., its general partner, First Reserve GP XI, Inc., its general partner 01/18/2013
/s/ Anne E. Gold, Attorney-in-Fact, William E. Macaulay 01/18/2013
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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