SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PAULSON & CO INC

(Last)

(First)

(Middle)

1251 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/08/2014

3. Issuer Name and Ticker or Trading Symbol
Cobalt International Energy, Inc. [ CIE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, $0.01 par value⁽¹⁾⁽²⁾	41,864,000	I⁽¹⁾⁽²⁾	By Managed Funds and Accounts

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
3.125% Convertible Senior Notes due 2024⁽¹⁾⁽²⁾	⁽³⁾⁽⁴⁾	05/15/2024	Common stock, $0.01 par value	⁽³⁾⁽⁴⁾	⁽⁵⁾	I⁽¹⁾⁽²⁾	By Managed Funds and Accounts
2.625% Convertible Senior Notes due 2019⁽¹⁾⁽²⁾	⁽⁶⁾	12/01/2019	Common stock, $0.01 par value	⁽⁶⁾	⁽⁶⁾	I⁽¹⁾⁽²⁾	By Managed Funds and Accounts
Notional Principal Amount Derivative Agreement⁽¹⁾⁽²⁾	⁽⁷⁾	08/03/2015	Common stock, $0.01 par value	14,500	$17.2	I⁽⁷⁾	By Managed Funds and Accounts
Notional Principal Amount Derivative Agreement⁽¹⁾⁽²⁾	⁽⁸⁾	09/02/2015	Common stock, $0.01 par value	418,600	$18.2281	I⁽⁸⁾	By Managed Funds and Accounts

Explanation of Responses:

1. Paulson & Co. Inc. ("Paulson") is an investment advisor registered under the Investment Advisors Act of 1940. Paulson is the investment manager of Paulson Partners Enhanced LP, Paulson Enhanced Ltd, Paulson International Ltd, Paulson Partners LP and Paulson Partners Premium LP (collectively, the "Funds") and certain separately managed accounts (the "Separately Managed Accounts"). John Paulson is the controlling person of Paulson. All securities reported on this Form 3 are owned by the Funds or held in the Separately Managed Accounts.

2. Each of Paulson and John Paulson may be deemed to indirectly beneficially own the securities directly owned by the Funds or held in the Separately Managed Accounts. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), the filing of this Form 3 shall not be deemed an admission by any person reporting on this Form 3 that such person, for purposes of Section 16 of the Act or otherwise, is the beneficial owner of any equity securities covered by this Form.

3. The Reporting Persons collectively own $223,000,000 in face value of 3.125% Convertible Senior Notes due 2024 (the "3.125% Notes"). Holders may convert the 3.125% Notes at their option at any time prior to 5:00 p.m., New York City time, on the business day immediately preceding November 15, 2023 only under the following circumstances: (a) during any fiscal quarter commencing after the fiscal quarter ending on September 30, 2014 (and only during such fiscal quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a 30 consecutive trading-day period ending on, and including, the last trading day of the immediately preceding fiscal quarter exceeds $30.00 (subject to adjustment) on each applicable trading day,

4. (b) during the five business-day period after any five consecutive trading-day period (the "measurement period") in which the trading price per $1,000 principal amount of the 3.125% Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Common Stock and the conversion rate on each such trading day, (c) if the Issuer calls all or any portion of the 3.125% Notes for redemption, at any time prior to 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the related redemption date or (d) upon the occurrence of specified distributions to holders of Common Stock or the occurrence of specified corporate events. On or after November 15, 2023, holders may convert the 3.125% Notes at their option at any time prior to 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the stated maturity date, regardless of the foregoing conditions.

5. The conversion rate of the 3.125% Notes will initially be 43.3604 shares of Common Stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $23.06 per share of Common Stock). The conversion rate will be subject to adjustment in certain events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the stated maturity date, the Issuer will increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event in certain circumstances.

6. The Reporting Persons collectively own $50,000,000 in face value of 2.625% Convertible Senior Notes due 2019 (the "2.625% Notes"). The conversion rate of the 2.625% Notes will initially be 28.0230 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $35.68 per share of Common Stock). The conversion rate will be subject to adjustment in certain events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Issuer will increase the conversion rate for a holder who elects to convert the 2.625% Notes in connection with such a corporate event in certain circumstances. Upon conversion, the Issuer will pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at its election.

7. Notional principal amount derivative agreement (a "Derivative Agreement") in the form of a cash settled swap entered into by a Separately Managed Account representing a share equivalent of an aggregate of 14,500 shares of Common Stock. The Derivative Agreement provides the Separately Managed Account with economic results that are comparable to the economic results of ownership of Common Stock payable on each settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but does not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Common Stock that are the subject of the Derivative Agreement (such shares, the "Subject Shares"). Each of Paulson, the Funds, the Separately Managed Accounts and John Paulson disclaims beneficial ownership in the Subject Shares. The counterparty to the Derivative Agreement is an unaffiliated third party financial institution.

8. Derivative Agreement in the form of a cash settled swap entered into by a Separately Managed Account representing a share equivalent of an aggregate of 418,600 shares of Common Stock. The Derivative Agreement provides the Separately Managed Account with economic results that are comparable to the economic results of ownership of Common Stock payable on each settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but does not provide it with the power to vote or direct the voting or dispose of or direct the disposition of such Subject Shares. Each of Paulson, the Funds, the Separately Managed Accounts and John Paulson disclaims beneficial ownership in the Subject Shares. The counterparty to the Derivative Agreement is an unaffiliated third party financial institution.

Remarks:

	/s/ Stuart L. Merzer, General Counsel & Chief Compliance Officer for Paulson & Co. Inc.	07/18/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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