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* GOLDMAN SACHS GROUP INC (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (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, par value $0.01	74,868,148	I	See footnotes(1)(2)(3)

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* GOLDMAN SACHS GROUP INC (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (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* GOLDMAN SACHS & CO (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (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* GSCP V Cobalt Holdings, LLC (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (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* GSCP VI Cobalt Holdings, LLC (Last) (First) (Middle) 85 BROAD STREET 10TH FLOOR (Street) NEW YORK NY 10004 (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* GSCP V Offshore Cobalt Holdings, LLC (Last) (First) (Middle) 85 BROAD STREET 10TH FLOOR (Street) NEW YORK NY 10004 (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* GSCP VI Offshore Cobalt Holdings, LLC (Last) (First) (Middle) 85 BROAD STREET 10TH FLOOR (Street) NEW YORK NY 10004 (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* GSCP V GmbH Cobalt Holdings, LLC (Last) (First) (Middle) 85 BROAD STREET 10TH FLOOR (Street) NEW YORK NY 10004 (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* GSCP VI GmbH Cobalt Holdings, LLC (Last) (First) (Middle) 85 BROAD STREET 10TH FLOOR (Street) NEW YORK NY 10004 (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* GSCP V Offshore Cobalt Holdings, L.P. (Last) (First) (Middle) 85 BROAD STREET 10TH FLOOR (Street) NEW YORK NY 10004 (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* GSCP VI Offshore Cobalt Holdings, L.P. (Last) (First) (Middle) 85 BROAD STREET 10TH FLOOR (Street) NEW YORK NY 10004 (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. For text of Footnote 1, see Exhibit 99.1.

2. For text of Footnote 1, see Exhibit 99.1.

3. For text of Footnote 1, see Exhibit 99.1.

Remarks:

For Powers of Attorney, see Exhibit 24

	/s/ Yvette Kosic, Attorney-in-fact, The Goldman Sachs Group, Inc.	12/16/2009
	/s/ Yvette Kosic, Attorney-in-fact, Goldman Sachs & Co.	12/16/2009
	/s/ Yvette Kosic, Attorney-in-fact, GSCP V Cobalt Holdings, LLC	12/16/2009
	/s/ Yvette Kosic, Attorney-in-fact, GSCP VI Cobalt Holdings, LLC	12/16/2009
	/s/ Yvette Kosic, Attorney-in-fact, GSCP V Offshore Cobalt Holdings, LLC	12/16/2009
	/s/ Yvette Kosic, Attorney-in-fact, GSCP VI Offshore Cobalt Holdings, LLC	12/16/2009
	/s/ Yvette Kosic, Attorney-in-fact, GSCP V GmbH Cobalt Holdings, LLC	12/16/2009
	/s/ Yvette Kosic, Attorney-in-fact, GSCP VI GmbH Cobalt Holdings, LLC	12/16/2009
	/s/ Yvette Kosic, Attorney-in-fact, GSCP V Offshore Cobalt Holdings, L.P.	12/16/2009
	/s/ Yvette Kosic, Attorney-in-fact, GSCP VI Offshore Cobalt Holdings, L.P.	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).
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