0001140361-13-002914.txt : 20130123 0001140361-13-002914.hdr.sgml : 20130123 20130123191423 ACCESSION NUMBER: 0001140361-13-002914 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130118 FILED AS OF DATE: 20130123 DATE AS OF CHANGE: 20130123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lebovitz Scott L CENTRAL INDEX KEY: 0001414603 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543854 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 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 4 1 doc1.xml FORM 4 X0306 4 2013-01-18 0 0001471261 Cobalt International Energy, Inc. CIE 0001414603 Lebovitz Scott L C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK NY 10282 1 0 0 0 Common Stock, par value $0.01 2013-01-18 4 S 0 13050450 25.00 D 49909648 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. /s/ Kevin P. Treanor, Attorney-in-fact 2013-01-23 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
 
Exhibit 99.1

FOOTNOTES

(1)  
The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of all shares of common stock, par value $0.01 per share ("Common Stock"), of Cobalt International Energy, Inc. (the "Company") in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(2)  
Pursuant to an underwriting agreement, dated January 15, 2013 (the “Underwriting Agreement”), by and among the underwriters named therein (the “Underwriters”), 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, which aggregate amount includes 13,050,450 shares of Common Stock held by certain limited partnerships (the “Limited Partnerships”) of which affiliates of GS Group and Goldman Sachs are the general partner, managing limited partner or managing partner (the “Offering”). On January 18, 2013, the Underwriters closed on the sale of securities with respect to the Offering.

Pursuant to the final prospectus filed 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 Limited Partnerships sold an aggregate of 13,050,450 shares of Common Stock for an aggregate amount of $326,261,250.

(3)  
As of January 18, 2013, GS Group and Goldman Sachs may be deemed to beneficially own indirectly an aggregate of 49,909,648 shares of Common Stock through the Limited Partnerships.