Sec Form 13G Filing - C/R Energy GP III LLC filing for Cobalt International Energy Inc. (CIE) - 2014-02-14

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 19075F106

1

Name of Reporting Person:
C/R ENERGY GP III, LLC

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
20,893,726

7

Sole Dispositive Power
0

8

Shared Dispositive Power
20,893,726

9

Aggregate Amount Beneficially Owned by Each Reporting Person
20,893,726

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
5.1%(1)

12

Type of Reporting Person
OO

CUSIP No. 19075F106

1

Name of Reporting Person:
CARLYLE/RIVERSTONE ENERGY PARTNERS III, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
20,190,115

7

Sole Dispositive Power
0

8

Shared Dispositive Power
20,190,115

9

Aggregate Amount Beneficially Owned by Each Reporting Person
20,190,115

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
4.9%(1)

12

Type of Reporting Person
PN

CUSIP No. 19075F106

1

Name of Reporting Person:
CARLYLE/RIVERSTONE GLOBAL ENERGY AND POWER FUND III, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
14,110,575

7

Sole Dispositive Power
0

8

Shared Dispositive Power
14,110,575

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,110,575

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
3.4%(1)

12

Type of Reporting Person
PN

CUSIP No. 19075F106

1

Name of Reporting Person:
C/R ENERGY III COBALT PARTNERSHIP, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
6,079,540

7

Sole Dispositive Power
0

8

Shared Dispositive Power
6,079,540

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,079,540

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
1.5%(1)

12

Type of Reporting Person
PN

CUSIP No. 19075F106

1

Name of Reporting Person:
RIVERSTONE ENERGY COINVESTMENT III, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
578,018

7

Sole Dispositive Power
0

8

Shared Dispositive Power
578,018

9

Aggregate Amount Beneficially Owned by Each Reporting Person
578,018

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
0.1%(1)

12

Type of Reporting Person
PN

CUSIP No. 19075F106

1

Name of Reporting Person:
CARLYLE ENERGY COINVESTMENT III, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
125,593

7

Sole Dispositive Power
0

8

Shared Dispositive Power
125,593

9

Aggregate Amount Beneficially Owned by Each Reporting Person
125,593

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
Less than 0.1%(1)

12

Type of Reporting Person
PN

CUSIP No. 19075F106

1

Name of Reporting Person:
C/R ENERGY GP II, LLC

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
13,929,152

7

Sole Dispositive Power
0

8

Shared Dispositive Power
13,929,152

9

Aggregate Amount Beneficially Owned by Each Reporting Person
13,929,152

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
3.4%(1)

12

Type of Reporting Person
OO

CUSIP No. 19075F106

1

Name of Reporting Person:
CARLYLE/RIVERSTONE ENERGY PARTNERS II, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
13,929,152

7

Sole Dispositive Power
0

8

Shared Dispositive Power
13,929,152

9

Aggregate Amount Beneficially Owned by Each Reporting Person
13,929,152

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
3.4%(1)

12

Type of Reporting Person
PN

CUSIP No. 19075F106

1

Name of Reporting Person:
C/R COBALT INVESTMENT PARTNERSHIP, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
12,739,299

7

Sole Dispositive Power
0

8

Shared Dispositive Power
12,739,299

9

Aggregate Amount Beneficially Owned by Each Reporting Person
12,739,299

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
3.1%(1)

12

Type of Reporting Person
PN

CUSIP No. 19075F106

1

Name of Reporting Person:
C/R ENERGY COINVESTMENT II, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
1,189,853

7

Sole Dispositive Power
0

8

Shared Dispositive Power
1,189,853

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,189,853

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
0.3%(1)

12

Type of Reporting Person
PN

Item 1(a).

Name of Issuer:
COBALT INTERNATIONAL ENERGY, INC.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
Cobalt Center

920 Memorial City Way, Suite 100

Houston, Texas 77024

Item 2(a).

Names of Persons Filing:

C/R Energy GP III, LLC

Carlyle/Riverstone Energy Partners III, L.P.

Carlyle/Riverstone Global Energy and Power Fund III, L.P.

C/R Energy III Cobalt Partnership, L.P.

Riverstone Energy Coinvestment III, L.P.

Carlyle Energy Coinvestment III, L.P.

C/R Energy GP II, LLC

Carlyle/Riverstone Energy Partners II, L.P.

C/R Cobalt Investment Partnership, L.P.

C/R Energy Coinvestment II, L.P.

Item 2(b).

Address or Principal Business Office or, if none, Residence:

The address of Carlyle Energy Coinvestment III, L.P., is c/o The Carlyle Group, 1001 Pennsylvania Ave. NW, Suite 220 South, Washington, D.C. 20004-2505.  The address of each of the other reporting persons is c/o Riverstone Holdings LLC, 712 Fifth Avenue, 36th Floor, New York, NY 10019.

Item 2(c).

Citizenship:

C/R Energy GP III, LLC - Delaware

Carlyle/Riverstone Energy Partners III, L.P. - Delaware

Carlyle/Riverstone Global Energy and Power Fund III, L.P. - Delaware

C/R Energy III Cobalt Partnership, L.P. - Delaware

Riverstone Energy Coinvestment III, L.P. - Delaware

Carlyle Energy Coinvestment III, L.P. - Delaware

C/R Energy GP II, LLC - Delaware

Carlyle/Riverstone Energy Partners II, L.P. - Delaware

C/R Cobalt Investment Partnership, L.P. - Delaware

C/R Energy Coinvestment II, L.P. — Delaware

Item 2(d).

Title of Class of Securities:
Common Stock, par value $0.01

Item 2(e).

CUSIP Number:
19075F106

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership(1):

The percent of class provided for each reporting person below is based on 411,288,613 shares of common stock outstanding as of September 30, 2013 as reported in the Issuer’s 10-Q for the quarter ended September 30, 2013.

1.              C/R Energy GP III, LLC

a.

Amount beneficially owned:

20,893,726

b.

Percent of class:   

5.1%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote:

0

ii.

Shared power to vote or to direct the vote:

20,893,726

iii.

Sole power to dispose or to direct the disposition of:

0

iv.

Shared power to dispose or to direct the disposition of:

20,893,726

2.              Carlyle/Riverstone Energy Partners III, L.P.

a.

Amount beneficially owned:

20,190,115

b.

Percent of class:   

4.9%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote:

0

ii.

Shared power to vote or to direct the vote:

20,190,115

iii.

Sole power to dispose or to direct the disposition of:

0

iv.

Shared power to dispose or to direct the disposition of:

20,190,115

3.              Carlyle/Riverstone Global Energy and Power Fund III, L.P.

a.

Amount beneficially owned:

14,110,575

b.

Percent of class:   

3.4%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote:

0

ii.

Shared power to vote or to direct the vote:

14,110,575

iii.

Sole power to dispose or to direct the disposition of:

0

iv.

Shared power to dispose or to direct the disposition of:

14,110,575

4.              C/R Energy III Cobalt Partnership, L.P.

a.

Amount beneficially owned:

6,079,540

b.

Percent of class:   

1.5%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote:

0

ii.

Shared power to vote or to direct the vote:

6,079,540

iii.

Sole power to dispose or to direct the disposition of:

0

iv.

Shared power to dispose or to direct the disposition of:

6,079,540

5.              Riverstone Energy Coinvestment III, L.P.

a.

Amount beneficially owned:

578,018

b.

Percent of class:   

0.1%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote:

0

ii.

Shared power to vote or to direct the vote:

578,018

iii.

Sole power to dispose or to direct the disposition of:

0

iv.

Shared power to dispose or to direct the disposition of:

578,018

6.              Carlyle Energy Coinvestment III, L.P.

a.

Amount beneficially owned:

125,593

b.

Percent of class:   

Less than 0.1%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote:

0

ii.

Shared power to vote or to direct the vote:

125,593

iii.

Sole power to dispose or to direct the disposition of:

0

iv.

Shared power to dispose or to direct the disposition of:

125,593

7.              C/R Energy GP II, LLC

a.

Amount beneficially owned:

13,929,152

b.

Percent of class:   

3.4%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote:

0

ii.

Shared power to vote or to direct the vote:

13,929,152

iii.

Sole power to dispose or to direct the disposition of:

0

iv.

Shared power to dispose or to direct the disposition of:

13,929,152

8.              Carlyle/Riverstone Energy Partners II, L.P.

a.

Amount beneficially owned:

13,929,152

b.

Percent of class:   

3.4%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote:

0

ii.

Shared power to vote or to direct the vote:

13,929,152

iii.

Sole power to dispose or to direct the disposition of:

0

iv.

Shared power to dispose or to direct the disposition of:

13,929,152

9.              C/R Cobalt Investment Partnership, L.P.

a.

Amount beneficially owned:

12,739,299

b.

Percent of class:   

3.1%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote:

0

ii.

Shared power to vote or to direct the vote:

12,739,299

iii.

Sole power to dispose or to direct the disposition of:

0

iv.

Shared power to dispose or to direct the disposition of:

12,739,299

10.       C/R Energy Coinvestment II, L.P.

a.

Amount beneficially owned:

1,189,853

b.

Percent of class:   

0.3%

c.

Number of units as to which the person has:

i.

Sole power to vote or to direct the vote:

0

ii.

Shared power to vote or to direct the vote:

1,189,853

iii.

Sole power to dispose or to direct the disposition of:

0

iv.

Shared power to dispose or to direct the disposition of:

1,189,853

Item 5.

Ownership of Five Percent or Less of a Class:

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

Item 8.

Identification and Classification of Members of the Group:

See Exhibit 99.2.

Item 9.

Notice of Dissolution of Group:

Not applicable.

Item 10.

Certifications:

Not applicable.

C/R ENERGY GP III, LLC

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Managing Director

CARLYLE/RIVERSTONE ENERGY PARTNERS III, L.P.

By: C/R ENERGY GP III, LLC, its General Partner

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Managing Director

CARLYLE/RIVERSTONE GLOBAL ENERGY AND POWER FUND III, L.P.

By: CARLYLE/RIVERSTONE ENERGY PARTNERS III, L.P., its General Partner

By: C/R ENERGY GP III, LLC, its General Partner

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Managing Director

C/R ENERGY III COBALT PARTNERSHIP, L.P.

By: CARLYLE/RIVERSTONE ENERGY PARTNERS III, L.P., its General Partner

By: C/R ENERGY GP III, LLC, its General Partner

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Managing Director

CARLYLE ENERGY COINVESTMENT III, L.P.

By: CARLYLE ENERGY COINVESTMENT III GP, L.L.C., its General Partner

By: TCG HOLDINGS, L.L.C., its General Partner

By:

/s/ Jeffrey W. Ferguson

Name:

Jeffrey W. Ferguson

Title:

Authorized Person

C/R ENERGY GP II, LLC

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Managing Director

CARLYLE/RIVERSTONE ENERGY PARTNERS II, L.P.

By C/R Energy GP II, LLC, its General Partner

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Managing Director

C/R COBALT INVESTMENT PARTNERSHIP, L.P.

By CARLYLE/RIVERSTONE ENERGY PARTNERS II, L.P., its General Partner

By C/R Energy GP II, LLC, its General Partner

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Managing Director

C/R ENERGY COINVESTMENT II, L.P.

By CARLYLE/RIVERSTONE ENERGY PARTNERS II, L.P., its General Partner

By C/R Energy GP II, LLC, its General Partner

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Managing Director

RIVERSTONE ENERGY COINVESTMENT III, L.P.

By RIVERSTONE COINVESTMENT GP LLC, its General Partner

By Riverstone Holdings LLC, its Managing Member

By:

/s/ Thomas J. Walker

Name:

Thomas J. Walker

Title:

Managing Director

Exhibit No.

Description

99.1

Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on February 16, 2010).

99.2

Item 8 Information (incorporated by reference to Exhibit 99.2 to the Schedule 13G/A filed by the Reporting Persons on February 14, 2013).