X0306 4 2013-03-15 0 0001509991 Kosmos Energy Ltd. KOS 0000929408 WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017-3147 1 0 1 0 0001162870 WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017-3147 0 0 1 0 0001322709 Warburg Pincus Partners LLC 450 LEXINGTON AVENUE NEW YORK NY 10017-3147 1 0 1 0 0001157334 Warburg Pincus Private Equity VIII, L.P. 450 LEXINGTON AVENUE NEW YORK NY 10017-3147 1 0 1 0 0001299643 Warburg Pincus International Partners, L.P. 450 LEXINGTON AVENUE NEW YORK NY 10017-3147 1 0 1 0 0001239318 KAYE CHARLES R 450 LEXINGTON AVENUE NEW YORK NY 10017-3147 0 0 1 0 0001220638 Landy Joseph P. 450 LEXINGTON AVENUE NEW YORK NY 10017-3147 1 0 1 0 Common Shares 2013-03-15 4 S 0 1109972 11 D 66388741 D Common Shares 2013-03-15 4 S 0 1097853 11 D 65663971 D Common Shares 2013-03-15 4 S 0 2290725 11 D 137011151 I See Footnotes Common Shares 2013-03-15 4 S 0 2290725 11 D 137011151 I See Footnotes This amount represents the per share price of common stock (the "Common Shares") of Kosmos Energy Ltd. (the "Issuer") sold by the underwriters in connection with the underwriters' exercise of their over-allotment option in a secondary offering of the Issuer which closed on March 15, 2013 (the "Offering"). The material terms of the Offering are described in the prospectus, dated February 14, 2013, filed by the Issuer with the Securities and Exchange Commission on February 15, 2013. 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 1,924,783 Common Shares and 192,046 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 2,740,226 Common Shares and 101,384 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 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 is a Managing General Partner of WP and a Managing Member and Co-President of WP LLC. Pursuant to Rule 16a-1 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), WP Partners, WP, WP LLC and Mr. Kaye may be deemed to be the beneficial owners of any securities reported herein that may be deemed to be beneficially owned by WP VIII and WPIP. Joseph P. Landy is Managing General Partner of WP and a Managing Member and Co-President of WP LLC. Pursuant to Rule 16a-1 of the Exchange Act, Mr. Landy may be deemed to be the beneficial owner of any securities reported herein that may be deemed to be beneficially owned by WP VIII and WPIP. Mr. Landy is also a director of the Issuer. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of WP VIII, WPIP, WP Partners, WP, WP LLC, Mr. Kaye and Mr. Landy herein state that this filing shall not be deemed an admission that he or it is the beneficial owner of any such shares of Common Shares covered by this Statement. Each of WP VIII, WPIP, WP Partners, WP, WP LLC, Mr. Kaye and Mr. Landy disclaims beneficial ownership of such Common Shares, except to the extent of its or his pecuniary interest in such shares of Common Shares. 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. * The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on January 15, 2013 as an exhibit to a statement on Schedule 13D/A filed by Warburg Pincus Private Equity X, L.P. with respect to Talon Therapeutics, Inc. and is hereby incorporated by reference. Warburg Pincus & Co., By: /s/ Scott A. Arenare, Attorney-in-Fact* 2013-03-18 Warburg Pincus LLC, By: /s/Scott A. Arenare, Managing Director 2013-03-18 Warburg Pincus Partners LLC, By: Warburg Pincus & Co., its Managing Member, By: /s/ Scott A. Arenare, Attorney-in-Fact* 2013-03-18 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, Attorney-in-Fact* 2013-03-18 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, Attorney-in-Fact* 2013-03-18 Charles R. Kaye, By: /s/ Scott A. Arenare, as Attorney-in-Fact* for Charles R. Kaye 2013-03-18 Joseph P. Landy By: /s/ Scott A. Arenare, as Attorney-in-Fact* for Joseph P. Landy 2013-03-18