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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY, NY 10017 |
X | X | ||
| WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | |||
| Warburg Pincus Partners LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| Warburg Pincus Private Equity VIII, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| Warburg Pincus International Partners, L.P. 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | |||
| Landy Joseph P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| By: Warburg Pincus & Co., By: /s/ Robert B. Knauss, Partner | 07/17/2014 | |
| **Signature of Reporting Person | Date | |
| By: Warburg Pincus LLC, By: /s/ Robert B. Knauss, Managing Director | 07/17/2014 | |
| **Signature of Reporting Person | Date | |
| By: Warburg Pincus Partners LLC, By: Warburg Pincus & Co., its Managing Member, By: /s/ Robert B. Knauss, Partner | 07/17/2014 | |
| **Signature of Reporting Person | Date | |
| By: Warburg Pincus Private Equity VIII, L.P., By: Warburg Pincus Partners LLC, its General Partner, By: Warburg Pincus & Co., its Managing Member, By: /s/ Robert B. Knauss, Partner | 07/17/2014 | |
| **Signature of Reporting Person | Date | |
| By: Warburg Pincus International Partners, L.P., By: Warburg Pincus Partners LLC, its General Partner, By: Warburg Pincus & Co., its Managing Member, By: /s/ Robert B. Knauss, Partner | 07/17/2014 | |
| **Signature of Reporting Person | Date | |
| By: Charles R. Kaye, By: /s/ Robert B. Knauss, Attorney-in-Fact* | 07/17/2014 | |
| **Signature of Reporting Person | Date | |
| By: Joseph P. Landy, By: /s/ Robert B. Knauss, Attorney-in-Fact* | 07/17/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | This amount represents the $9.92 per share price of common shares (the "Common Shares") of Kosmos Energy Ltd. (the "Issuer") sold by the underwriters in connection with a secondary offering of the Issuer which closed on July 15, 2014 (the "Offering"), less the underwriting discount of $0.07 per share. The material terms of the Offering are described in the prospectus supplement, dated July 9, 2014, filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on July 11, 2014. |
| (2) | Reflects the number of Common Shares directly owned by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WPPE VIII"). This number does not include the number of Common Shares held by Warburg Pincus Netherlands Private Equity VIII I C.V., a company incorporated under the laws of the Netherlands ("WP VIII I CV") and WP-WPVIII Investors, L.P., a Delaware limited partnership ("WP-WPVIII Investors"), which are limited partnerships affiliated with WPPE VIII (WP VIII I CV and WP-WPVIII Investors, together with WPPE VIII, "WP VIII"). Each of WP VIII I CV and WP-WPVIII Investors own 1,773,765 Common Shares and 176,944 Common Shares, respectively. |
| (3) | Reflects the number of Common Shares directly owned by Warburg Pincus International Partners, L.P., a Delaware limited partnership ("WPIP LP"). This number does not include the number of Common Shares held by Warburg Pincus Netherlands International Partners I, C.V., a company incorporated under the laws of the Netherlands ("WPIP I CV") and WP-WPIP Investors, L.P., a Delaware limited partnership ("WP-WPIP Investors"), which are limited partnerships affiliated with WPIP LP (WPIP I CV and WP-WPIP Investors, together with WPIP LP, "WPIP"). Each of WPIP I CV and WP-WPIP Investors own 2,525,177 Common Shares and 93,427 Common Shares, respectively. |
| (4) | Reflects the aggregate number of Common Shares directly owned by WP VIII and WPIP. |
| (5) | Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners") and a direct subsidiary of Warburg Pincus & Co., a New York general partnership ("WP"), is (i) the general partner of WPPE VIII and WPIP LP, (ii) the sole member of WP-WPVIII Investors LLC, a Delaware limited liability company ("WP-WPVIII GP"), which is the general partner of WP-WPVIII Investors, and (iii) the sole member of WP-WPIP Investors LLC, a Delaware limited liability company ("WP-WPIP GP"), which is the general partner of WP-WPIP Investors. 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"). |
| (6) | Charles R. Kaye is a Managing General Partner of WP and a Managing Member and Co-Chief Executive Officer 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, WP-WPVIII GP, WP-WPIP GP 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. |
| (7) | Joseph P. Landy is a Managing General Partner of WP and a Managing Member and Co-Chief Executive Officer 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. |
| (8) | Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of WP VIII, WPIP, WP-WPVIII GP, WP-WPIP GP, 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 Common Shares covered hereby. Each of WP VIII, WPIP, WP-WPVIII GP, WP-WPIP GP, 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 Common Shares. This Form 4 shall not be deemed an admission that any reporting person or any other person referred to herein is a beneficial owner of any securities of the Issuer for purposes of Section 16 of the Exchange Act, or for any other purpose or that any reporting person or other person has an obligation to file this Form 4. |
| Remarks: Director by Deputization - WP VIII, WPIP, WP-WPVIII GP, WP-WPIP GP, WP Partners and WP (collectively, 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 entered into 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 SEC on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. and is hereby incorporated by reference. | |