Sec Form 4 Filing - First Reserve GP XI, Inc. @ Cobalt International Energy, Inc. - 2013-05-10

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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
First Reserve GP XI, Inc.
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)
ONE LAFAYETTE PLACE
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2013
(Street)
GREENWICH, CT06830
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 11,866,539 D $ 26.62 27,396,278 I See footnotes ( 1 ) ( 2 ) ( 4 )
Common Stock 05/10/2013 S 3,965,765 D $ 26.62 9,155,763 I See footnotes ( 1 ) ( 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
First Reserve GP XI, Inc.
ONE LAFAYETTE PLACE
GREENWICH, CT06830
X
First Reserve GP XI, L.P.
ONE LAFAYETTE PLACE
GREENWICH, CT06830
X
FIRST RESERVE FUND XI L P
ONE LAFAYETTE PLACE
GREENWICH, CT06830
X
FR XI Onshore AIV, L.P.
ONE LAFAYETTE PLACE
GREENWICH, CT06830
X
MACAULAY WILLIAM E
ONE LAFAYETTE PLACE
GREENWICH, CT06830
X
Signatures
First Reserve GP XI, Inc., By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Chief Compliance Officer/Secretary 05/10/2013
Signature of Reporting Person Date
First Reserve GP XI, L.P., By: First Reserve GP XI, Inc., its general partner, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Chief Compliance Officer/Secretary 05/10/2013
Signature of Reporting Person Date
First Reserve Fund XI, L.P., By: First Reserve GP XI, L.P., its general partner, By: First Reserve GP XI, Inc., its general partner, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Chief Compliance Officer/Secretary 05/10/2013
Signature of Reporting Person Date
FR XI Onshore AIV, L.P., By: First Reserve GP XI, L.P., its general partner, By: First Reserve GP XI, Inc., its general partner, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Chief Compliance Officer/Secretary 05/10/2013
Signature of Reporting Person Date
WILLIAM E. MACAULAY, By: /s/ Anne E. Gold, Name: Anne E. Gold, Attorney-in-Fact 05/10/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed on behalf of William E. Macaulay, First Reserve GP XI, Inc. ("GP XI Inc."), First Reserve GP XI, L.P. ("GP XI"), First Reserve Fund XI, L.P. ("Fund XI") and FR XI Onshore AIV, L.P. ("Onshore AIV"). GP XI is the general partner of Fund XI and Onshore AIV, and GP XI Inc. is the general partner of GP XI. Mr. Macaulay is a director of GP XI Inc. and has the right to appoint a majority of the board of directors of GP XI Inc. In such capacities, each of Mr. Macaulay, GP XI and GP XI Inc. may be deemed to have an indirect beneficial ownership in the shares of common stock held by Fund XI and Onshore AIV.
( 2 )These shares of Common Stock are held by Fund XI.
( 3 )These shares of Common Stock are held by Onshore AIV.
( 4 )Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that this filing shall not be deemed an admission that such Reporting Person is the beneficial owner of any of the shares of Common Stock covered by this Statement. Additionally, each Reporting Person, other than Fund XI and Onshore AIV with respect to the securities held directly by each of them, disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Remarks:
First Reserve GP XI, Inc., by Anne E. Gold, Chief Administrative Officer, Secretary and Assistant Treasure is signing for itself as the designated filer, as well as in the capacity of general partner of First Reserve GP XI, L.P and as attorney-in-fact for William E. Macaulay. First Reserve GP XI, L.P. is signing for itself and in its capacity as general partner of First Reserve Fund XI, L.P. and FR XI Onshore AIV, L.P.

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