Sec Form 4 Filing - C/R Energy GP III, LLC @ Cobalt International Energy, Inc. - 2013-05-10

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 C/R Energy GP III, LLC 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 712 FIFTH AVENUE, 51ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/10/2013 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 05/10/2013 S 6,033,331 D $ 26.62 13,929,152 I See footnotes ( 1 ) ( 2 ) ( 4 ) Common Stock 05/10/2013 S 9,049,997 D $ 26.62 20,893,726 I See footnotes ( 3 ) ( 4 )

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 C/R Energy GP III, LLC 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY10019 X C R ENERGY GP II LLC 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY10019 X C/R Energy III Cobalt Partnership, L.P. 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY10019 X C/R Energy Coinvestment II, L.P. 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY10019 X C/R Cobalt Investment Partnership, L.P. 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY10019 X Carlyle/Riverstone Energy Partners III, L.P. 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY10019 X Carlyle/Riverstone Global Energy & Power Fund III L P 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY10019 X CARLYLE RIVERSTONE ENERGY PARTNERS II LP 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY10019 X RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY10019 X TCG HOLDINGS LLC 712 FIFTH AVENUE, 51ST FLOOR NEW YORK, NY10019 X Signatures /s/ Thomas Walker, Authorized Person 05/14/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Carlyle/Riverstone Global Energy and Power Fund III, L.P. ("C/R Fund III"), C/R Energy III Cobalt Partnership, L.P. ("C/R III Cobalt"), Riverstone Energy Coinvestment III, L.P. ("REC III") and Carlyle Energy Coinvestment III, L.P. ("CEC III") and the record holders of 14,110,575, 6,079,540, 578,018 and 125,593 shares of common stock, respectively, following the transactions reported herein. C/R Energy GP III, LLC exercises investment discretion and control over the shares held by each of C/R Fund III and C/R III Cobalt through their mutual general partner, Carlyle/Riverstone Energy Partners III, L.P., of which C/R Energy GP III, LLC is the sole general partner. C/R Energy GP III, LLC has the power to direct the voting and disposition of the shares held by each of REC III and CEC III. ( 2 )Riverstone Coinvestment III GP, L.L.C. is the general partner of REC III. Riverstone Holdings LLC is the managing member of Riverstone Coinvestment III GP, L.L.C. Pierre F. Lapeyre, Jr. and David M. Leuschen are the managing members of Riverstone Holdings LLC and, in such capacity, may be deemed to share beneficial ownership of common stock beneficially owned by Riverstone Holdings LLC. Such individuals expressly disclaim any such beneficial ownership. Carlyle Energy Coinvestment III GP, L.L.C. is a subsidiary of TCG Holdings, L.L.C., which exercises investment discretion and control over the shares held by CEC III, subject to contractual commitments that CEC III invest and divest side-by-side with C/R III Cobalt. ( 3 )C/R Cobalt Investment Partnership, L.P. ("C/R Cobalt") and C/R Energy Coinvestment II, L.P. ("C/R Coinvest") are the record holders of 12,739,299 and 1,189,853 shares of common stock, respectively, following the transactions reported herein. C/R Energy GP II, LLC exercises investment discretion and control over the shares held by each of C/R Cobalt and C/R Coinvest through their mutual general partner, Carlyle/Riverstone Energy Partners II, L.P., of which C/R Energy GP II, LLC is the sole general partner. ( 4 )Each of C/R Energy GP III, LLC and C/R Energy GP II, LLC is managed by an eight person managing board. Pierre F. Lapeyre, Jr., David M. Leuschen, Michael B. Hoffman, N. John Lancaster, Daniel A. D'Aniello, William E. Conway, Jr., David M. Rubenstein and Edward J. Mathias, as the members of the managing boards of each of C/R Energy GP III, LLC and C/R Energy GP II, LLC, may be deemed to share beneficial ownership of the shares beneficially owned by C/R Energy GP III, LLC and C/R Energy GP II, LLC. Such persons disclaim any such beneficial ownership.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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