SEC Form 4 · accession 0001104659-19-012135
Kosmos Energy Ltd. · KOS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
WARBURG PINCUS & CO.
Director
WARBURG PINCUS LLC
Director
Joseph P. Landy
Director
Charles R Kaye
Director
Warburg Pincus Partners GP LLC
Director
Warburg Pincus Partners, L.P.
Director
Period of report
Mar 1, 2019
Accepted (ET)
Mar 1, 2019 · 6:19 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001509991
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Mar 1, 2019 | S | 13,325,140 | $6.51 | D | 2,943,178 | D | |
| Common SharesF2 | Mar 1, 2019 | S | 13,179,650 | $6.51 | D | 2,911,137 | D | |
| Common SharesF3,F4,F5,F7 | Mar 1, 2019 | S | 27,500,000 | $6.51 | D | 6,074,222 | I | See Footnotes |
| Common SharesF6,F7 | Mar 1, 2019 | S | 27,500,000 | $6.51 | D | 6,074,222 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects the number of Common Shares directly owned by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"). This number does not include the number of Common Shares held by Warburg Pincus Netherlands Private Equity VIII C.V. I, a company incorporated under the laws of the Netherlands ("WP VIII Netherlands") and WP-WPVIII Investors, L.P., a Delaware limited partnership ("WP VIII Investors"), which are limited partnerships affiliated with WP VIII (WP VIII Netherlands and WP VIII Investors, together with WP VIII, the "WP VIII Funds"). WP VIII Netherlands and WP VIII Investors sold 386,236 Common Shares and 38,624 Common Shares, respectively, subsequent to which they own 85,782 Common Shares and 8,146 Common Shares, respectively.
- F2Reflects the number of Common Shares directly owned by Warburg Pincus International Partners, L.P., a Delaware limited partnership ("WPIP"). 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 Netherlands"), and WP-WPIP Investors L.P., a Delaware limited partnership ("WPIP Investors"), which are limited partnerships affiliated with WPIP (WPIP Netherlands and WPIP Investors, together with WPIP, the "WPIP Funds"). WPIP Netherlands and WPIP Investors sold 550,000 Common Shares and 20,350 Common Shares, respectively, subsequent to which they own 121,488 Common Shares and 4,491 Common Shares, respectively.
- F3Reflects the aggregate number of Common Shares directly owned by the WP VIII Funds and the WPIP Funds.
- F4WP-WPVIII Investors GP L.P., a Delaware limited partnership ("WP VIII Investors GP"), is the general partner of WP VIII Investors. WP-WPIP Investors GP L.P., a Delaware limited partnership ("WPIP Investors GP"), is the general partner of WPIP Investors. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of each of WP VIII Investors GP and WPIP Investors GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is (i) the managing member of WPP GP, and (ii) the general partner of WP VIII, WP VIII Netherlands, WPIP, and WPIP Netherlands. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. The WP VIII Funds and WPIP Funds are managed by Warburg Pincus LLC, a New York limited liability company ("WP LLC").
- F5Charles 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 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 the WP VIII Funds and the WPIP Funds.
- F6Joseph 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 the WP VIII Funds and the WPIP Funds.
- F7Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of WP VIII, WPIP, WP Partners, 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 herein. Each of WP VIII, WPIP, WP Partners, 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
* The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on July 12, 2016 as an exhibit to a beneficial ownership report on Schedule 13D filed by WP LLC with respect to WEX Inc. and is hereby incorporated by reference.