Sec Form 4 Filing - Blackstone Holdings III L.P. @ Kosmos Energy Ltd. - 2014-10-10

Insider filing report for Changes in Beneficial Ownership
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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
Blackstone Holdings III L.P.
2. Issuer Name and Ticker or Trading Symbol
Kosmos Energy Ltd. [ KOS]
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)
C/O THE BLACKSTONE GROUP L.P., 345 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
10/10/2014
(Street)
NEW YORK, NY10154
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 Shares 10/10/2014 S 6,330,589 D $ 9.33 ( 1 ) 90,424,370 I See Footnotes ( 2 ) ( 7 ) ( 8 )
Common Shares 10/10/2014 S 103,240 D $ 9.33 ( 1 ) 1,474,644 I See Footnotes ( 3 ) ( 7 ) ( 8 )
Common Shares 10/10/2014 S 162,720 D $ 9.33 ( 1 ) 2,394,968 I See Footnotes ( 4 ) ( 7 ) ( 8 )
Common Shares 10/10/2014 S 135,106 D $ 9.33 ( 1 ) 1,988,529 I See Footnotes ( 5 ) ( 7 ) ( 8 )
Common Shares 10/10/2014 S 18,345 D $ 9.33 ( 1 ) 270,001 I See Footnotes ( 6 ) ( 7 ) ( 8 )
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
Blackstone Holdings III L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
BLACKSTONE MANAGEMENT ASSOCIATES CAYMAN IV LP
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
BLACKSTONE FAMILY GP LLC
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Holdings III GP L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Holdings III GP Management L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Group L.P.
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Group Management L.L.C.
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
NEW YORK, NY10154
X
SCHWARZMAN STEPHEN A
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Signatures
/s/ John G. Finley, Chief Legal Officer, Blackstone Holdings III GP Management L.L.C., general partner of Blackstone Holdings III GP L.P. general partner of Blackstone Holdings III L.P. 10/10/2014
Signature of Reporting Person Date
/s/ John G. Finley, Chief Legal Officer, BCP IV GP L.L.C., general partner of Blackstone Management Associates (Cayman) IV L.P. 10/10/2014
Signature of Reporting Person Date
/s/ John G. Finley, Chief Legal Officer of Blackstone Family GP L.L.C. 10/10/2014
Signature of Reporting Person Date
/s/ John G. Finley, Chief Legal Officer, Blackstone Holdings III GP Management L.L.C., general partner of Blackstone Holdings III GP L.P. 10/10/2014
Signature of Reporting Person Date
/s/ John G. Finley, Chief Legal Officer for Blackstone Holdings III GP Management L.L.C. 10/10/2014
Signature of Reporting Person Date
/s/ John G. Finley, Chief Legal Officer, Blackstone Group Management L.L.C., general partner of The Blackstone Group L.P. 10/10/2014
Signature of Reporting Person Date
/s/ John G. Finley, Chief Legal Officer of Blackstone Group Management L.L.C. 10/10/2014
Signature of Reporting Person Date
/s/ Stephen A. Schwarzman 10/10/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This amount represents the $9.33 price per common share, par value $0.01 (the "Common Shares") of Kosmos Energy Ltd. (the "Issuer") received by the Blackstone Funds (as defined below) in an underwritten secondary block trade.
( 2 )These Common Shares are held by Blackstone Capital Partners (Cayman) IV L.P. ("BCP Cayman IV").
( 3 )These Common Shares are held by Blackstone Capital Partners (Cayman) IV-A L.P. ("BCP Cayman IV-A").
( 4 )These Common Shares are held by Blackstone Family Investment Partnership (Cayman) IV-A L.P. ("BFIP").
( 5 )These Common Shares are held by Blackstone Family Investment Partnership (Cayman) IV-A SMD L.P. ("BFIP SMD").
( 6 )These Common Shares are held by Blackstone Participation Partnership (Cayman) IV L.P. ("BPP", together with BCP Cayman IV, BCP Cayman IV-A BFIP and BFIP SMD, the "Blackstone Funds").
( 7 )The general partner of BFIP SMD is Blackstone Family GP L.L.C. which is controlled by Mr. Stephen A. Schwarzman, its founder. The general partner of BCP Cayman IV and BCP Cayman IV-A is Blackstone Management Associates (Cayman) IV L.P. ("BMA"). A general partner of BMA, BFIP, and BPP is BCP IV GP L.L.C ("BCP IV"). Blackstone Holdings III L.P. is the sole member of BCP IV. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is controlled by Mr. Stephen A. Schwarzman, its founder.
( 8 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Remarks:
Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR syst em, BCP IV GP LLC, Blackstone Capital Partners (Cayman) IV L.P. Blackstone Capital Partners (Cayman) IV-A L.P. Blackstone Familly Investment Partnership (Cayman) IV-A L.P. Blackstone Familly Investment Partnership (Cayman) IV-A SMD L.P. and Blackstone Participation Partnership (Cayman) IV L.P have filed a separate Form 4.

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