SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
C/R Energy GP III, LLC

(Last) (First) (Middle)
712 FIFTH AVENUE
51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/16/2009
3. Issuer Name and Ticker or Trading Symbol
Cobalt International Energy, Inc. [ CIE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 44,917,790 I See footnotes(1)(3)(4)(5)
Common Stock 29,945,194 I See footnotes(2)(3)(4)(5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
C/R Energy GP III, LLC

(Last) (First) (Middle)
712 FIFTH AVENUE
51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Carlyle/Riverstone Energy Partners III, L.P.

(Last) (First) (Middle)
712 FIFTH AVENUE
51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Carlyle/Riverstone Global Energy & Power Fund III L P

(Last) (First) (Middle)
712 FIFTH AVENUE
51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
C/R Energy III Cobalt Partnership, L.P.

(Last) (First) (Middle)
712 FIFTH AVENUE
51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
C R ENERGY GP II LLC

(Last) (First) (Middle)
721 FIFTH AVENUE
51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CARLYLE RIVERSTONE ENERGY PARTNERS II LP

(Last) (First) (Middle)
712 FIFTH AVENUE
51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
C/R Cobalt Investment Partnership, L.P.

(Last) (First) (Middle)
712 FIFTH AVENUE
51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
C/R Energy Coinvestment II, L.P.

(Last) (First) (Middle)
712 FIFTH AVENUE
51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Carlyle Energy Coinvestment III, L.P.

(Last) (First) (Middle)
712 FIFTH AVENUE
51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Riverstone Energy Coinvestment III, L.P.

(Last) (First) (Middle)
712 FIFTH AVENUE
51ST FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Carlyle/Riverstone Global Energy and Power Fund III, L.P. ("C/R Fund III") is the direct beneficial owner of 30,335,222 shares. C/R Energy III Cobalt Partnership, L.P. ("C/R III Cobalt") is the direct beneficial owner of 13,069,929 shares. Riverstone Energy Coinvestment III, L.P. ("REC III") is the direct beneficial owner of 1,242,636 shares. Carlyle Energy Coinvestment III, L.P. ("CEC III") is the direct beneficial owner of 270,003 shares. C/R Energy GP III, LLC exercises investment discretion and control over the shares held by each of C/R Fund III and C/R III Cobalt through their mutual general partner, Carlyle/Riverstone Energy Partners III, L.P., of which C/R Energy GP III, LLC is the sole general partner. C/R Energy GP III, LLC has the power to direct the voting and disposition of the shares held by each of REC III and CEC III.
2. C/R Cobalt Investment Partnership, L.P. ("C/R Cobalt") is the direct beneficial owner of 27,387,222 shares. C/R Energy Coinvestment II, L.P. ("C/R Coinvest") is the direct beneficial owner of 2,557,972 shares. C/R Energy GP II, LLC exercises investment discretion and control over the shares held by each of C/R Cobalt and C/R Coinvest through their mutual general partner, Carlyle/Riverstone Energy Partners II, L.P., of which C/R Energy GP II, LLC is the sole general partner.
3. Each of C/R Energy GP III, LLC and C/R Energy GP II, LLC is managed by an eight person managing board. Daniel A. D'Aniello, William E. Conway, Jr., David M. Rubenstein, Edward J. Mathias, Pierre F. Lapeyre, Jr., David M. Leuschen, Gregory Beard and Michael B. Hoffman, as the members of the managing boards of each of C/R Energy GP III, LLC and C/R Energy GP II, LLC, may be deemed to share beneficial ownership of the shares beneficially owned by C/R Energy GP III, LLC and C/R Energy GP II, LLC. Such persons disclaim such beneficial ownership.
4. On December 8, 2009 each of C/R Fund III, C/R III Cobalt, REC III, CEC III, C/R Cobalt and C/R Coinvest (together the "Carlyle/Riverstone entities") entered into a Reorganization Agreement pursuant to which, prior to the closing of the registered public offering of shares of Cobalt International Energy, Inc. (the "Issuer") common stock, par value, $0.01 (the "Common Stock") the Carlyle/Riverstone entities will transfer or cause to be transferred to the Issuer all of their class A interests in Cobalt International Energy, L.P., or other ownership interests in one or more Reporting Persons that hold such class A interests, to the Issuer in exchange for the number of shares of Common Stock of the Issuer described herein.
5. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.
/s/ Pierre F. Lapeyre, Jr., Managing Director 12/16/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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