Sec Form 4 Filing - Wilkirson John P. @ Cobalt International Energy, Inc. - 2013-02-21

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Wilkirson John P. 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) Chief Financial Officer (Last) (First) (Middle) COBALT CENTER, 920 MEMORIAL CITY WAY, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2013 (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 01/15/2013 G( 1 ) V 45,030 D $ 0 0 I See footnote ( 1 ) Common Stock 01/15/2013 G( 2 ) V 45,030 D $ 0 0 I See footnote ( 2 ) Common Stock 221,031 I See footnote ( 3 ) Common Stock 45,030 I See footnote ( 4 ) Common Stock 45,030 I See footnote ( 5 ) Common Stock 500 I See footnote ( 6 ) Common Stock 500 I See footnote ( 7 ) Common Stock 119,975 D Common Stock 02/21/2013 A( 8 ) 14,192 A $ 0 134,167 D Common Stock 02/21/2013 A( 9 ) 4,518 A $ 0 138,685 D Common Stock 02/22/2013 S( 10 ) 1,333 D $ 23.81 ( 11 ) 137,352 D Common Stock 221,031 I See footnote ( 3 ) Common Stock 45,030 I See footnote ( 4 ) Common Stock 45,030 I See footnote ( 5 ) Common Stock 500 I See footnote ( 6 ) Common Stock 500 I See footnote ( 7 )

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 Stock Option $ 23.78 02/21/2013 A( 12 ) 25,836 12/31/2015 02/21/2023 Common Stock 25,836 $ 0 25,836 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wilkirson John P. COBALT CENTER 920 MEMORIAL CITY WAY, SUITE 100 HOUSTON, TX77024 Chief Financial Officer Signatures /s/ Jeffrey A. Starzec, Attorney-in-Fact 02/25/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )45,030 shares and restricted shares represent the remaining assets of the John Pollan Wilkirson 2009 GRAT, of which 50% was transferred to the William Earle Wilkirson 2009 Trust One and the other 50% was transferred to the Matthew Alan Wilkirson 2009 Trust One. ( 2 )45,030 shares and restricted shares represent the remaining assets of the Stacy Spence Wilkirson 2009 GRAT, of which 50% was transferred to the William Earle Wilkirson 2009 Trust Two and the other 50% was transferred to the Matthew Alan Wilkirson 2009 Trust Two. ( 3 )These shares and restricted shares are directly owned by the Wilkirson Holdings Trust. ( 4 )These shares and restricted shares are directly owned by the William Earle Wilkirson 2009 Trust One and the William Earle Wilkirson 2009 Trust Two. ( 5 )These shares and restricted shares are directly owned by the Matthew Alan Wilkirson 2009 Trust One and the Matthew Alan Wilkirson 2009 Trust Two. ( 6 )These shares are held by the reporting person's child. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. ( 7 )These shares are held by the reporting person's child. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. ( 8 )14,192 shares represent restricted shares granted under the Issuer's Long Term Incentive Plan (the "Plan"), of which the first 50% will vest on December 31, 2015 and the remaining 50% will vest on December 31, 2016, subject to the terms of the award agreement under the Plan. ( 9 )4,518 shares represent shares received in connection with the vesting of performance-based restricted stock units granted under the Plan on December 3, 2010. ( 10 )1,333 shares represent shares sold pursuant to a Rule 10b5-1 plan to cover taxes in connection with the vesting of performance-based restricted stock units granted under the Plan on December 3, 2010. ( 11 )This sale price is a weighted average sale price that represents the sale of these shares at prices ranging from $23.80 to $23.85, 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. ( 12 )25,836 shares represent shares underlying stock options granted under the Plan, of which the first 50% will vest on December 31, 2015 and the remaining 50% will vest on December 31, 2016, subject to the terms of the award agreement under the Plan.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.