Sec Form 4 Filing - Hackedorn Lynne L. @ Cobalt International Energy, Inc. - 2014-12-21

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Hackedorn Lynne L.
2. Issuer Name and Ticker or Trading Symbol
Cobalt International Energy, Inc. [ CIE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, Gov't and Public Affairs
(Last) (First) (Middle)
COBALT CENTER, 920 MEMORIAL CITY WAY, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
12/21/2014
(Street)
HOUSTON, TX77024
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 12/21/2014 D( 1 ) 45,349 D $ 0 225,349 D
Common Stock 12/22/2014 S( 2 ) 11,341 D $ 8.82 ( 3 ) 214,008 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hackedorn Lynne L.
COBALT CENTER
920 MEMORIAL CITY WAY, SUITE 100
HOUSTON, TX77024
VP, Gov't and Public Affairs
Signatures
/s/ Robert W. Hunt, Jr., attorney-in-fact 12/23/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )45,349 shares represent restricted shares that were scheduled to vest on December 21, 2014, but only if the average of the volume weighted average price of a share of the Issuer's Common Stock during the 90-day period ending on the day before December 21, 2014 equaled or exceeded $13.50. As the share price of the Issuer's Common Stock failed to meet this performance condition, these shares were forfeited.
( 2 )These shares were sold pursuant to a Rule 10b5-1 plan.
( 3 )This sale price is a weighted average sale price that represents the sale of these shares of Common Stock at prices ranging from $8.82 to $8.83, inclusive. The reporting person undertakes to provide upon request by the SEC staff, the Issuer or any other security holder of the Issuer, full information regarding the number of shares sold at each separate price.

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 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).

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