SEC Form 4 · accession 0000950103-16-010316
Cobalt International Energy, Inc. · CIE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James W. Farnsworth
Officer — Chief Exploration Officer
Period of report
Jan 15, 2016
Accepted (ET)
Jan 19, 2016 · 7:23 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001471261
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 15, 2016 | A | 285,714 | $0.00 | A | 1,591,817 | D | |
| Common StockF2 | holding | — | — | — | 250,000 | I | See footnote | |
| Common StockF3 | holding | — | — | — | 3,000 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF4 | $3.50 | Jan 15, 2016 | A | 564,972 | A | Jan 15, 2017 | Jan 15, 2026 | Common Stock | 564,972 | 564,972 | D |
Explanation of responses
- F1285,714 shares of Common Stock represent restricted shares granted under the Issuer's 2015 Long Term Incentive Plan (the "2015 Plan") pursuant to the terms of the reporting person's employment agreement dated November 3, 2014. Subject to the terms of the award agreement under the 2015 Plan, 100% of the restricted shares will vest on or before January 15, 2026 when and only if the closing price of a share of the Issuer's Common Stock exceeds $23.06 for a period of at least 20 out of 30 continuous days on which the shares are quoted or traded at any time between the grant date and January 15, 2026, subject to the reporting person's continued employment through the first anniversary of the grant date and subject to the terms of the award agreement under the 2015 Plan.
- F2These shares of Common Stock are directly owned by a limited partnership, of which the reporting person is the sole general partner. The reporting person owns 0.1% of the limited partnership interests in the limited partnership and the remaining limited partnership interests are held by certain trusts for the benefit of the reporting person's adult children. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F3These shares of Common Stock are directly held by the reporting person's spouse.
- F4564,972 shares of Common Stock represent shares underlying stock options granted under the 2015 Plan pursuant to the terms of the reporting person's employment agreement dated November 3, 2014. Subject to the terms of the award agreement under the 2015 Plan, 100% of the shares underlying stock options will vest on or before January 15, 2026 when and only if the closing price of a share of the Issuer's Common Stock exceeds $23.06 for a period of at least 20 out of 30 continuous days on which the shares are quoted or traded at any time between the grant date and January 15, 2026, subject to the reporting person's continued employment through the first anniversary of the grant date and subject to the terms of the award agreement under the 2015 Plan.