X0303 4 2011-05-16 0 0001509991 Kosmos Energy Ltd. KOS 0000929408 WARBURG PINCUS & CO 450 LEXINGTON AVENUE NEW YORK NY NY 100173147 1 0 1 0 0001162870 WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001322709 Warburg Pincus Partners LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001157334 WARBURG PINCUS PRIVATE EQUITY VIII L P C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001299643 Warburg Pincus International Partners, L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVE NEW YORK NY 10017 0 0 1 0 0001220638 LANDY JOSEPH C/O WARBURG PINCUS LLC 450 LEXINGTON AVE NEW YORK NY 10017 0 0 1 0 Common Shares 2011-05-16 4 J 0 74804408 0 A 74804408 D Common Shares 2011-05-16 4 J 0 73987753 0 A 73987753 D 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 7815717 0 D Common Shares 42477931 0 D Series B Convertible Preferred Units 0 2011-05-16 4 J 0 5219452 0 D Common Shares 28664667 0 D Series C Convertible Preferred Units 0 2011-05-16 4 J 0 230712 0 D Common Shares 1254447 0 D C1 Units 0 2011-05-16 4 J 0 651759 0 D Common Shares 2407363 0 D Series A Convertible Preferred Units 0 2011-05-16 4 J 0 7730393 0 D Common Shares 42014200 0 D Series B Convertible Preferred Units 0 2011-05-16 4 J 0 5162471 0 D Common Shares 28351734 0 D Series C Convertible Preferred Units 0 2011-05-16 4 J 0 228191 0 D Common Shares 1240739 0 D C1 Units 0 2011-05-16 4 J 0 644643 0 D Common Shares 2381079 0 D 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 4968235 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 a 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 number of Common Shares directly owned by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WPPE VIII"). Two affiliated limited partnerships (collectively, and together with WPPE VIII, "WP VIII") directly own 2,168,715 Common Shares and 216,439 Common Shares, respectively. Reflects the number of Common Shares directly owned by Warburg Pincus International Partners, L.P., a Delaware limited partnership ("WPIP LP"). Two affiliated limited partnerships (collectively, and together with WPIP LP, "WPIP") directly own 3,087,586 Common Shares and 114,236 Common Shares, respectively. Reflects the aggregate number of Common Shares directly owned by WP VIII and 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. Pursuant to Rule 16a-1 of the Securities and Exchange Act of 1934, as amended, WP Partners, WP, WP LLC, Mr. Kaye and Mr. Landy may be deemed to be the beneficial owners of any securities reported herein that may be deemed to be beneficially owned by WP VIII or WPIP. Each of WP VIII, WPIP, WP Partners, WP, WP LLC, Mr. Kaye and Mr. Landy disclaims beneficial ownership with respect to any Common Shares of the Issuer in which they do not have a direct pecuniary interest. The Form 3 filed on behalf of the reporting persons herein on May 11, 2011 understated and overstated the number of Common Shares of the Issuer underlying each of WPPE VIII's and WPIP LP's C1 Unit holdings, respectively. The aggregate number of Common shares of the Issuer received by WP VIII and WPIP pursuant to the Corporate Reorganization as previously reported is not affected by the correction reflected herein. 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. Director by Deputization - WP VIII, WPIP, WP Partners, and WP (the "Warburg Pincus Entities") collectively have the right to nominate for election two directors to the Board of Directors of the Issuer (the "Board") pursuant to a Shareholders Agreement by and among the Issuer and certain of the Issuer's stockholders in connection with the consummation of the Issuer's initial public offering on the terms and conditions set forth therein. The directors will serve on the Board as representatives of the Warburg Pincus Entities. * Power of Attorney given by Mr. Kaye was previously filed with the U.S. Securities and Exchange Commission ("SEC") on March 2, 2006 as an exhibit to the Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. ** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006 as an exhibit to the Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. Warburg Pincus & Co., By: /s/ Scott A. Arenare, Partner 2011-05-18 Warburg Pincus LLC, By: /s/ Scott A. Arenare, Managing Director 2011-05-18 Warburg Pincus Partners, LLC, By: Warburg Pincus & Co., its managing member, By: /s/ Scott A. Arenare, Partner 2011-05-18 Warburg Pincus Private Equity VIII, L.P., By: Warburg Pincus Partners, LLC, its general partner, By: Warburg Pincus & Co., its managing member, By: /s/ Scott A. Arenare, Partner 2011-05-18 Warburg Pincus International Partners, L.P., By: Warburg Pincus Partners, LLC, its general partner, By: Warburg Pincus & Co., its managing member, By: /s/ Scott A. Arenare, Partner 2011-05-18 Charles R. Kaye, By: /s/ Scott A. Arenare, as attorney-in-fact* for Charles R. Kaye 2011-05-18 Joseph P. Landy, By: /s/ Scott A. Arenare, as attorney-in-fact** for Joseph P. Landy 2011-05-18