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Blackstone Inc. — Director's Dealing 2011
May 11, 2011
29782_dirs_2011-05-11_da6375c0-825f-41f4-a5a4-f65ec605e9a6.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: Kosmos Energy Ltd. (KOS)
CIK: 0001509991
Period of Report: 2011-05-11
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)
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Series A Convertible Preferred Units | $ | Common Shares (67046010) | Indirect | ||
| Series B Convertible Preferred Units | $ | Common Shares (45478980) | Indirect | ||
| Series C Convertible Preferred Units | $ | Common Shares (1984092) | Indirect | ||
| C1 Units | $ | Common Shares (3807630) | Indirect | ||
| Series A Convertible Preferred Units | $ | Common Shares (1093390) | Indirect | ||
| Series B Convertible Preferred Units | $ | Common Shares (741674) | Indirect | ||
| Series C Convertible Preferred Units | $ | Common Shares (32357) | Indirect | ||
| C1 Units | $ | Common Shares (62094) | Indirect | ||
| Series A Convertible Preferred Units | $ | Common Shares (1845716) | Indirect | ||
| Series B Convertible Preferred Units | $ | Common Shares (1122345) | Indirect | ||
| Series C Convertible Preferred Units | $ | Common Shares (52350) | Indirect | ||
| C1 Units | $ | Common Shares (100460) | Indirect | ||
| Series A Convertible Preferred Units | $ | Common Shares (1532489) | Indirect | ||
| Series B Convertible Preferred Units | $ | Common Shares (931875) | Indirect | ||
| Series C Convertible Preferred Units | $ | Common Shares (43466) | Indirect | ||
| C1 Units | $ | Common Shares (83413) | Indirect | ||
| Series A Convertible Preferred Units | $ | Common Shares (208082) | Indirect | ||
| Series B Convertible Preferred Units | $ | Common Shares (126533) | Indirect | ||
| Series C Convertible Preferred Units | $ | Common Shares (5899) | Indirect | ||
| C1 Units | $ | Common Shares (11325) | Indirect |
Footnotes
F1: The securities underlying the derivative securities reported herein are issuable pursuant to the corporate reorganization (the "Corporate Reorganization") that will be completed simultaneously with, or prior to the closing (the "Closing") of the initial public offering of common shares, par value $0.01 (the "Common Shares") of Kosmos Energy Ltd., in exchange for the outstanding units of Kosmos Energy Holdings ("KEH"), which units are exchangeable pursuant to the Fourth Amended and Restated Operating Agreement of KEH upon the Closing based on the pre-offering equity value of such convertible preferred units.
F2: These securities are held by Blackstone Capital Partners (Cayman) IV L.P. ("BCP Cayman IV"). Pursuant to the Corporate Reorganization, BCP Cayman IV has the right to acquire as of the date of this filing 118,316,711 Common Shares in connection with the Closing, which is expected to occur on May 16, 2011.
F3: These securities are held by Blackstone Capital Partners (Cayman) IV-A L.P. ("BCP Cayman IV-A"). Pursuant to the Corporate Reorganization, BCP Cayman IV-A has the right to acquire as of the date of this filing 1,929,515 Common Shares in connection with the Closing, which is expected to occur on May 16, 2011.
F4: These securities are held by Blackstone Family Investment Partnership (Cayman) IV-A L.P. ("BFIP"). Pursuant to the Corporate Reorganization, BFIP has the right to acquire as of the date of this filing 3,120,870 Common Shares in connection with the Closing, which is expected to occur on May 16, 2011.
F5: These securities are held by Blackstone Family Investment Partnership (Cayman) IV-A SMD L.P. ("BFIP SMD"). Pursuant to the Corporate Reorganization, BFIP SMD has the right to acquire as of the date of this filing 2,591,243 Common Shares in connection with the Closing, which is expected to occur on May 16, 2011.
F6: These securities are held by Blackstone Participation Partnership (Cayman) IV L.P. ("BPP"). Pursuant to the Corporate Reorganization, BPP has the right to acquire as of the date of this filing 351,839 Common Shares in connection with the Closing, which is expected to occur on May 16, 2011.
F7: 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.
F8: 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.