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Blackstone Inc. Director's Dealing 2011

May 18, 2011

29782_dirs_2011-05-18_7dbc1b1a-384f-4d4f-accc-fa7d5ba5a0d2.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Kosmos Energy Ltd. (KOS)
CIK: 0001509991
Period of Report: 2011-05-16

Reporting Person: Blackstone Holdings III L.P. (10% Owner)
Reporting Person: BLACKSTONE MANAGEMENT ASSOCIATES CAYMAN IV LP (10% Owner)
Reporting Person: BLACKSTONE FAMILY GP LLC (10% Owner)
Reporting Person: Blackstone Holdings III GP L.P. (10% Owner)
Reporting Person: Blackstone Holdings III GP Management L.L.C. (10% Owner)
Reporting Person: Blackstone Group L.P. (10% Owner)
Reporting Person: Blackstone Group Management L.L.C. (10% Owner)
Reporting Person: SCHWARZMAN STEPHEN A (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-16 Common Shares J 118316711 Acquired 118316711 Indirect
2011-05-16 Common Shares J 1929515 Acquired 1929515 Indirect
2011-05-16 Common Shares J 3120870 Acquired 3120870 Indirect
2011-05-16 Common Shares J 2591243 Acquired 2591243 Indirect
2011-05-16 Common Shares J 351839 Acquired 351839 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-05-16 Series A Convertible Preferred Units $ J 12336114 Disposed Common Shares (67046010) Indirect
2011-05-16 Series B Convertible Preferred Units $ J 8281115 Disposed Common Shares (45478980) Indirect
2011-05-16 Series C Convertible Preferred Units $ J 364905 Disposed Common Shares (1984092) Indirect
2011-05-16 C1 Units $ J 1030862 Disposed Common Share (3807630) Indirect
2011-05-16 Series A Convertible Preferred Units $ J 201178 Disposed Common Shares (1093390) Indirect
2011-05-16 Series B Convertible Preferred Units $ J 135049 Disposed Common Shares (741674) Indirect
2011-05-16 Series C Convertible Preferred Units $ J 5951 Disposed Common Shares (32357) Indirect
2011-05-16 C1 Units $ J 16811 Disposed Common Shares (62094) Indirect
2011-05-16 Series A Convertible Preferred Units $ J 339602 Disposed Common Shares (1845716) Indirect
2011-05-16 Series B Convertible Preferred Units $ J 204364 Disposed Common Shares (1122345) Indirect
2011-05-16 Series C Convertible Preferred Units $ J 9628 Disposed Common Shares (52350) Indirect
2011-05-16 C1 Units $ J 27198 Disposed Common Shares (100460) Indirect
2011-05-16 Series A Convertible Preferred Units $ J 281970 Disposed Common Shares (1532489) Indirect
2011-05-16 Series B Convertible Preferred Units $ J 169682 Disposed Common Shares (931875) Indirect
2011-05-16 Series C Convertible Preferred Units $ J 7994 Disposed Common Shares (43466) Indirect
2011-05-16 C1 Units $ J 22583 Disposed Common Shares (83413) Indirect
2011-05-16 Series A Convertible Preferred Units $ J 38286 Disposed Common Shares (208082) Indirect
2011-05-16 Series B Convertible Preferred Units $ J 23040 Disposed Common Shares (126533) Indirect
2011-05-16 Series C Convertible Preferred Units $ J 1085 Disposed Common Shares (5899) Indirect
2011-05-16 C1 Units $ J 3066 Disposed Common Shares (11325) Indirect

Footnotes

F1: The common shares, par value $0.01 (the "Common Shares") of Kosmos Energy Ltd. (the "Issuer") were issued in exchange for the outstanding units in Kosmos Energy Holdings ("KEH") listed in Table II pursuant to a corporate reorganization (the "Corporate Reorganization") in connection with the initial public offering of Common Shares, which units were exchangeable pursuant to the Fourth Amended and Restated Operating Agreement of KEH upon the closing of the initial public offering of the Issuer based on the pre-offering equity value of such units.

F2: These Common Shares are held by Blackstone Capital Partners (Cayman) IV L.P. ("BCP Cayman IV").

F3: These Common Shares are held by Blackstone Capital Partners (Cayman) IV-A L.P. ("BCP Cayman IV-A").

F4: These Common Shares are held by Blackstone Family Investment Partnership (Cayman) IV-A L.P. ("BFIP")

F5: These Common Shares are held by Blackstone Family Investment Partnership (Cayman) IV-A SMD L.P. ("BFIP SMD").

F6: These Common Shares are held by Blackstone Participation Partnership (Cayman) IV L.P. ("BPP").

F7: Reflects the number of units of KEH owned by BCP Cayman IV prior to their exchange on May 16, 2011 pursuant to the Corporate Reorganization.

F8: Reflects the number of units of KEH owned by BCP Cayman IV-A prior to their exchange on May 16, 2011 pursuant to the Corporate Reorganization.

F9: Reflects the number of units of KEH owned by BFIP prior to their exchange on May 16, 2011 pursuant to the Corporate Reorganization.

F10: Reflects the number of units of KEH owned by BFIP SMD prior to their exchange on May 16, 2011 pursuant to the Corporate Reorganization.

F11: Reflects the number of units of KEH owned by BPP prior to their exchange on May 16, 2011 pursuant to the Corporate Reorganization.

F12: 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.

F13: 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