Edgar Filing: Kosmos Energy Ltd.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WARBURG PINCUS & CO.

2. Issuer Name and Ticker or Trading Symbol
Kosmos Energy Ltd. [KOS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE,

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2014

(Street)

NEW YORK, NY 10017

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	10/10/2014		S		3,997,542	D	$ 9.33 ⁽¹⁾	57,181,069	D ⁽²⁾
Common Shares	10/10/2014		S		3,953,895	D	$ 9.33 ⁽¹⁾	56,556,832	D ⁽³⁾
Common Shares	10/10/2014		S		8,250,000	D	$ 9.33 ⁽¹⁾	118,008,651	I	See Footnotes ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁸⁾
Common Shares	10/10/2014		S		8,250,000	D	$ 9.33 ⁽¹⁾	118,008,651	I	See Footnotes ⁽⁷⁾ ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
Warburg Pincus Partners, L.P. 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
Warburg Pincus Partners GP LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
Warburg Pincus Private Equity VIII, L.P. 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	X
Landy Joseph P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X

Signatures

Warburg Pincus & Co., By: /s/ Robert B. Knauss, Partner		10/15/2014
^**Signature of Reporting Person		Date
Warburg Pincus LLC, By: /s/ Robert B. Knauss, Managing Director		10/15/2014
^**Signature of Reporting Person		Date
Warburg Pincus Partners L.P., By: Warburg Pincus Partners GP, LLC, its General Partner, By: Warburg Pincus & Co., its Managing Member, By: /s/ Robert B. Knauss, Partner		10/15/2014
^**Signature of Reporting Person		Date
Warburg Pincus Partners GP, LLC, By: Warburg Pincus & Co., its Managing Member, By: /s/ Robert B. Knauss, Partner		10/15/2014
^**Signature of Reporting Person		Date
Warburg Pincus Private Equity VIII, L.P., By: Warburg Pincus Partners L.P., its General Partner, By: Warburg Pincus Partners GP, LLC, its General Partner, By: Warburg Pincus & Co., its Managing Member, By: /s/ Robert B. Knauss, Partner		10/15/2014
^**Signature of Reporting Person		Date
Warburg Pincus International Partners, L.P., By: Warburg Pincus Partners L.P., its General Partner, By: Warburg Pincus Partners GP, LLC, its General Partner, By: Warburg Pincus & Co., its Managing Member, By: /s/ Robert B. Knauss, Partner		10/15/2014
^**Signature of Reporting Person		Date
Charles R. Kaye, By: /s/ Robert B. Knauss, as Attorney-in-Fact*		10/15/2014
^**Signature of Reporting Person		Date
Joseph P. Landy, By: /s/ Robert B. Knauss, as Attorney-in-Fact*		10/15/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 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 October 10, 2014 (the "Offering"). The material terms of the Offering are described in the prospectus supplement, dated October 6, 2014, filed by the Issuer with the Securities and Exchange Commission (the "SEC") on October 8, 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 1,657,894 Common Shares and 165,357 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 2,360,177 Common Shares and 87,322 Common Shares, respectively.
(4)	Reflects the aggregate number of Common Shares directly owned by WP VIII and WPIP.
(5)	Warburg Pincus Partners L.P., a Delaware limited partnership ("WP Partners LP"), is the general partner of WPPE VIII and WPIP LP. Warburg Pincus Partners GP, LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners LP. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. 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 LP, WP Partners GP, WP, WP LLC 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 Partners LP, WP Partners GP, 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 Partners LP, WP Partners GP, 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 Partners LP, WP Partners GP 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.

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