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Filing Details

Accession Number:: 0000950103-11-001914
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-05-18 21:13:51
Reporting Period:: 2011-05-16

Filing Date:: 2011-05-18
Accepted Time:: 2011-05-18 21:13:51
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1509991	Kosmos Energy Ltd.	KOS	Crude Petroleum & Natural Gas (1311)	980686001

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1517083	Greg W Dunlevy	C/O Kosmos Energy, Llc 8176 Park Lane, Suite 500 Dallas TX 75231	Executive V.p And Cfo	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares	Acquisiton	2011-05-16	5,512,635	$0.00	5,512,635	No	4	J	Direct
Common Shares	Acquisiton	2011-05-16	10,000	$18.00	5,522,635	No	4	P	Direct
Common Shares	Acquisiton	2011-05-16	1,865,579	$0.00	1,865,579	No	4	J	Indirect	See footnote.
Common Shares	Acquisiton	2011-05-18	1,552,941	$0.00	7,075,576	No	4	A	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Direct
No	4	P	Direct
No	4	J	Indirect	See footnote.
No	4	A	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	Common Shares (Right to Receive)	Acquisiton	2011-05-18	388,235	$0.00	388,235	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
388,235			No	4	A	Direct

Footnotes

In connection with a corporate reorganization, which involved Kosmos Energy Holdings becoming wholly-owned by the Issuer, and the Issuer's initial public offering described in the prospectus dated May 11, 2011, the reporting person received 4,911,262 common shares in exchange for his vested units in Kosmos Energy Holdings, the Issuer's predecessor, and 601,373 restricted shares in exchange for his unvested profit units in Kosmos Energy Holdings under the Issuer's Long Term Incentive Plan (the "Plan"). Subject to the terms of the Plan and an award agreement under the Plan, these restricted shares are scheduled to vest on the same dates as the exchanged profit units were scheduled to vest, as follows: 123,619 of these restricted shares are scheduled to vest on June 13, 2011, and 477,754 of these restricted shares are scheduled to vest 50% on June 11, 2011 and 50% on June 11, 2012.
The price to the public in the Issuer's initial public offering.
These shares granted under the Plan are directly owned by 2008 Carnegie, Ltd., an entity controlled by the reporting person. In connection with the Issuer's corporate reorganization and initial public offering, 2008 Carnegie Ltd., received 1,158,335 common shares in exchange for its vested units in Kosmos Energy Holdings and 707,244 restricted shares in exchange for its unvested profit units under the Plan. Subject to the terms of the Plan and an award agreement under the Plan, the restricted shares are scheduled to vest on the same dates as the exchanged profit units were scheduled to vest, as follows: 50% are scheduled to vest on June 11, 2011 and 50% are scheduled to vest on June 11, 2012. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
These restricted shares were granted under the Plan and are scheduled to vest 25% on each of the first four anniversaries of May 16, 2011, subject to the terms of the Plan and an award agreement under the Plan.
1 for 1.
In connection with the Issuer's initial public offering, the reporting person acquired a contractual right to receive restricted shares under the Plan within 30 days after the offering. These restricted shares are scheduled to vest 25% on each of the first four anniversaries of May 16, 2011 based on the satisfaction of certain performance conditions, in accordance with the terms of the Plan and an award agreement to be issued under the Plan.