Sec Form 4 Filing - Painter James H. @ Cobalt International Energy, Inc. - 2016-01-15

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 Painter James H. 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) Executive Vice President (Last) (First) (Middle) COBALT CENTER, 920 MEMORIAL CITY WAY, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2016 (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 01/15/2016 A( 1 ) 285,714 A $ 0 1,325,593 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 Stock Option $ 3.5 01/15/2016 A( 2 ) 564,972 01/15/2017( 2 ) 01/15/2026 Common Stock 564,972 $ 0 564,972 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Painter James H. COBALT CENTER 920 MEMORIAL CITY WAY, SUITE 100 HOUSTON, TX77024 Executive Vice President Signatures /s/ Robert W. Hunt Jr., Attorney-in-Fact 01/19/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )285,714 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. ( 2 )564,972 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.

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