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Kosmos Energy Ltd. Director's Dealing 2011

Nov 3, 2011

10514_dirs_2011-11-02_0b5f540d-82ca-4d7c-b727-27d60638fcd3.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: 2011-10-31

Reporting Person: KEMP JOHN RANDOLPH III (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-10-31 Common Shares A 18000 Acquired 108524 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Shares 1800 Indirect
Common Shares 662816 Indirect

Footnotes

F1: These restricted shares were granted under the Issuer's Long Term Incentive Plan and are scheduled to vest 100% on October 1, 2012, subject to the terms of the plan and an award agreement under the plan.

F2: These shares are owned by the reporting person's wife. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

F3: These shares granted under the Issuer's Long Term Incentive Plan are directly owned by the Rhonda N. Kemp 2011 Trust No. 1, Rhonda N. Kemp 2011 Trust No. 2, John R. Kemp, IV 2011 Trust No. 1, John R. Kemp, IV 2011 Trust No. 2, John R. Kemp, III 2011 Grantor Retained Annuity Trust and the Rosalind I. Kemp 2011 Grantor Retained Annuity Trust in the amount of 26,579, 26,579, 26,579, 26,579, 278,250 and 278,250 common shares, respectively. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.