4//SEC Filing
Dunlevy W Greg 4
Accession 0000950103-11-001914
CIK 0001509991other
Filed
May 17, 8:00 PM ET
Accepted
May 18, 9:13 PM ET
Size
14.1 KB
Accession
0000950103-11-001914
Insider Transaction Report
Form 4
Dunlevy W Greg
Executive V.P and CFO
Transactions
- Purchase
Common Shares
2011-05-16$18.00/sh+10,000$180,000→ 5,522,635 total - Other
Common Shares
2011-05-16+5,512,635→ 5,512,635 total - Award
Common Shares
2011-05-18+1,552,941→ 7,075,576 total - Award
Common Shares (Right to Receive)
2011-05-18+388,235→ 388,235 total→ Common Shares (388,235 underlying) - Other
Common Shares
2011-05-16+1,865,579→ 1,865,579 total(indirect: See footnote.)
Footnotes (6)
- [F1]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.
- [F2]The price to the public in the Issuer's initial public offering.
- [F3]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.
- [F4]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.
- [F5]1 for 1.
- [F6]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.
Documents
Issuer
Kosmos Energy Ltd.
CIK 0001509991
Entity typeother
Related Parties
1- filerCIK 0001517083
Filing Metadata
- Form type
- 4
- Filed
- May 17, 8:00 PM ET
- Accepted
- May 18, 9:13 PM ET
- Size
- 14.1 KB