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*
GSCP V GmbH Cobalt Holdings, L.P.

(Last) (First) (Middle)
85 BROAD STREET
10TH FLOOR

(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*
GSCP V GmbH 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 GmbH 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 V GmbH Cobalt Holdings

(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

(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*
GS CAPITAL PARTNERS V FUND, L.P.

(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*
GS Capital Partners VI Fund, L.P.

(Last) (First) (Middle)
1209 ORANGE STREET

(Street)
WILMINGTON DE 19801

(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*
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.

(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*
GS Capital Partners VI Offshore Fund, L.P.

(Last) (First) (Middle)
1209 ORANGE STREET

(Street)
WILMINGTON DE 19801

(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*
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.

(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*
GS Capital Partners VI Parallel LP

(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)
Explanation of Responses:
1. For text of Footnote 1, see Exhibit 99.1.
2. For text of Footnote 2, see Exhibit 99.1.
3. For text of Footnote 3, see Exhibit 99.1.
Remarks:
For Powers of Attorney, see Exhibit 24.
Yvette Kosic, Attorney-in-fact, GSCP V GmbH Cobalt Holdings, L.P. 12/16/2009
Yvette Kosic, Attorney-in-fact, GSCP VI GmbH Cobalt Holdings, L.P. 12/16/2009
Yvette Kosic, Attorney-in-fact, GSCP V GmbH Cobalt Holdings 12/16/2009
Yvette Kosic, Attorney-in-fact, GSCP VI GmbH Cobalt Holdings 12/16/2009
Yvette Kosic, Attorney-in-fact, GS Capital Partners V Fund, L.P. 12/16/2009
Yvette Kosic, Attorney-in-fact, GS Capital Partners VI Fund, L.P. 12/16/2009
Yvette Kosic, Attorney-in-fact, GS Capital Partners V Offshore Fund, L.P. 12/16/2009
Yvette Kosic, Attorney-in-fact, GS Capital Partners VI Offshore Fund, L.P. 12/16/2009
Yvette Kosic, Attorney-in-fact, GS Capital Partners V Institutional, L.P. 12/16/2009
Yvette Kosic, Attorney-in-fact, GS Capital Partners VI Parallel, 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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