0001140361-13-020727.txt : 20130514 0001140361-13-020727.hdr.sgml : 20130514 20130514195850 ACCESSION NUMBER: 0001140361-13-020727 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130510 FILED AS OF DATE: 20130514 DATE AS OF CHANGE: 20130514 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cobalt International Energy, Inc. CENTRAL INDEX KEY: 0001471261 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 270821169 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: COBALT CENTER STREET 2: 920 MEMORIAL CITY WAY, SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (713) 579-9100 MAIL ADDRESS: STREET 1: COBALT CENTER STREET 2: 920 MEMORIAL CITY WAY, SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERN Energy Partners III U.S. LP CENTRAL INDEX KEY: 0001478427 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13843407 BUSINESS ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 BUSINESS PHONE: (403) 517-1500 MAIL ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERN Energy Partners II U.S. LP CENTRAL INDEX KEY: 0001478428 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13843408 BUSINESS ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 BUSINESS PHONE: (403) 517-1500 MAIL ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERN Energy Partners I U.S. LP CENTRAL INDEX KEY: 0001478429 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13843409 BUSINESS ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 BUSINESS PHONE: (403) 517-1500 MAIL ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERN Energy Partners III LP CENTRAL INDEX KEY: 0001478430 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13843411 BUSINESS ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 BUSINESS PHONE: (403) 517-1500 MAIL ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERN Energy Partners II LP CENTRAL INDEX KEY: 0001478431 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13843412 BUSINESS ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 BUSINESS PHONE: (403) 517-1500 MAIL ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERN Energy Partners I LP CENTRAL INDEX KEY: 0001478432 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13843413 BUSINESS ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 BUSINESS PHONE: (403) 517-1500 MAIL ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERN Cobalt Co-Invest Partners AP LP CENTRAL INDEX KEY: 0001478434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13843414 BUSINESS ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 BUSINESS PHONE: (403) 517-1500 MAIL ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERN Cobalt Group V LLC CENTRAL INDEX KEY: 0001478456 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13843406 BUSINESS ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 BUSINESS PHONE: (403) 517-1500 MAIL ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERN Cobalt Co-Invest V LP CENTRAL INDEX KEY: 0001478537 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13843410 BUSINESS ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 BUSINESS PHONE: (403) 517-1500 MAIL ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KERN Cobalt Group Management Ltd. CENTRAL INDEX KEY: 0001478635 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13843415 BUSINESS ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 BUSINESS PHONE: (403) 517-1500 MAIL ADDRESS: STREET 1: 200 DOLL BLOCK, 116 - 8TH AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0K6 4 1 doc1.xml FORM 4 X0306 4 2013-05-10 1 0001471261 Cobalt International Energy, Inc. CIE 0001478434 KERN Cobalt Co-Invest Partners AP LP CENTENNIAL PLACE EAST, 3110-520 3RD AVENUE SW CALGARY A0 T2P 0R3 ALBERTA, CANADA 0 0 1 0 0001478635 KERN Cobalt Group Management Ltd. CENTENNIAL PLACE EAST, 3110-520 3RD AVENUE SW CALGARY A0 T2P 0R3 ALBERTA, CANADA 0 0 1 0 0001478432 KERN Energy Partners I LP CENTENNIAL PLACE EAST, 3110-520 3RD AVENUE SW CALGARY A0 T2P 0R3 ALBERTA, CANADA 0 0 1 0 0001478431 KERN Energy Partners II LP CENTENNIAL PLACE EAST, 3110-520 3RD AVENUE SW CALGARY A0 T2P 0R3 ALBERTA, CANADA 0 0 1 0 0001478430 KERN Energy Partners III LP CENTENNIAL PLACE EAST, 3110-520 3RD AVENUE SW CALGARY A0 T2P 0R3 ALBERTA, CANADA 0 0 1 0 0001478537 KERN Cobalt Co-Invest V LP CENTENNIAL PLACE EAST, 3110-520 3RD AVENUE SW CALGARY A0 T2P 0R3 ALBERTA, CANADA 0 0 1 0 0001478429 KERN Energy Partners I U.S. LP CENTENNIAL PLACE EAST, 3110-520 3RD AVENUE SW CALGARY A0 T2P 0R3 ALBERTA, CANADA 0 0 1 0 0001478428 KERN Energy Partners II U.S. LP CENTENNIAL PLACE EAST, 3110-520 3RD AVENUE SW CALGARY A0 T2P 0R3 ALBERTA, CANADA 0 0 1 0 0001478427 KERN Energy Partners III U.S. LP CENTENNIAL PLACE EAST, 3110-520 3RD AVENUE SW CALGARY A0 T2P 0R3 ALBERTA, CANADA 0 0 1 0 0001478456 KERN Cobalt Group V LLC CENTENNIAL PLACE EAST, 3110-520 3RD AVENUE SW CALGARY A0 T2P 0R3 ALBERTA, CANADA 0 0 1 0 Common Stock, par value $0.01 2013-05-10 4 S 0 4000000 26.62 D 19039795 D For text of Footnote 1, see Exhibit 99.1. For text of Footnote 2, see Exhibit 99.1. For text of Footnote 3, see Exhibit 99.1. For text of Footnote 4, see Exhibit 99.1. See Exhibit 99.2 2013-05-14 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
 
Exhibit 99.1

FOOTNOTES
 
(1)
The securities reported in this Form 4 may be deemed to be directly beneficially owned by KERN Cobalt Co-Invest Partners AP LP (the “AP Partnership”) and KERN Cobalt Group Management Ltd. (“KERN Cobalt Group”), as a result of KERN Cobalt Group being the general partner of the AP Partnership. Each of the foregoing entities is a Reporting Person.  All other Reporting Persons are included within this Form 4 due to their affiliation with the AP Partnership and/or the partners thereof as described herein. In addition, as of the date hereof, the securities reported herein may be deemed to be indirectly beneficially owned by the following: The Board of Trustees of the Leland Stanford Junior University, Caisse de dépôt et placement du Québec (“Caisse”), KERN Energy Partners I LP (“KERN I”), KERN Energy Partners II LP (“KERN II”), KERN Energy Partners III LP (“KERN III”) and KERN Cobalt Co-Invest V LP (“KERN V”), each a limited partner of the AP Partnership; KERN Energy Partners I U.S. LP (“KERN I U.S.”), KERN Energy Partners II U.S. LP (“KERN II U.S.”) and KERN Energy Partners III U.S. LP (“KERN III U.S.”), each a limited partner of KERN V; KERN Cobalt Group V LLC (“KERN Group V”), the general partner of KERN V; KERN Energy Partners Management Ltd. (“KERN Management”), the general partner of KERN I and KERN I U.S.; KERN Partners Ltd. (“KERN Partners”), the sole stockholder of KERN Cobalt Group, KERN Management and KERN Energy Partners Management II Ltd. (“KERN Management II”) and the sole member of KERN Group V; KERN Management II, the general partner of KERN II and KERN II U.S.; KERN Energy Partners GP III LP (“KERN Energy GP”), the general partner of KERN III and KERN III U.S.; KERN Energy Partners Management III Ltd. (“KERN Management III”), the general partner of KERN Energy GP; and Pentti Karkkainen, a director of KERN Partners (collectively, and including the AP Partnership and Kern Cobalt Group, the “Reporting Persons”). Neither the present filing nor anything contained herein shall be construed as an admission that any Reporting Person constitutes a “person” for any purpose other than for compliance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Due to the electronic system’s limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
   
(2)
Pursuant to an underwriting agreement, dated May 7, 2013 (the “Underwriting Agreement”), by and among the underwriter named therein (the “Underwriter”), Cobalt International Energy, Inc. (the “Company”) and the selling stockholders named in Schedule A thereto (the “Selling Stockholders”), the Underwriter agreed to purchase from the Selling Stockholders and the Selling Stockholders agreed to sell to the Underwriter an aggregate of 50,000,000 shares of common stock of the Company, par value $0.01 (“Common Stock”), which aggregate amount includes 4,000,000 shares of Common Stock held directly by the AP Partnership and indirectly by the other Reporting Persons (the “Offering”). On May 10, 2013, the Underwriter closed on the Offering, pursuant to which the Reporting Persons sold an aggregate of 4,000,000 shares of Common Stock.
   
(3)
Pursuant to the final prospectus filed with the Securities and Exchange Commission (the “SEC”) by the Company on May 7, 2013, the purchase price of the shares of Common Stock in the Offering paid by the Underwriters was $26.62 per share of Common Stock. Accordingly, the Reporting Persons sold an aggregate of 4,000,000 shares of Common Stock for an aggregate amount of $106,480,000.
   
(4)
As of May 10, 2013 the Reporting Persons may be deemed to beneficially own 19,039,795 shares of Common Stock, excluding 87,940 shares of Common Stock that are solely beneficially owned by Caisse as reported in the Form 4 filed with the SEC by Caisse on February 22, 2013. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Each Reporting Person may be deemed to be a member of a “group” for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”). This Form 4 shall not be deemed to be an admission that any Reporting Person is a member of a “group”, the beneficial owner of any securities reported herein or has any pecuniary interest in any of the securities reported herein, in each case, for purposes of Section 16 of the Exchange Act or for any other purpose.
 
EX-99.2 3 misc2.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
 
 
Exhibit 99.2

 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 14, 2013

KERN Cobalt Co-Invest Partners AP LP

By: KERN Cobalt Group Management Ltd., General Partner
 
By: /s/ D. Jeff van Steenbergen, Director

May 14, 2013
 
 
KERN Cobalt Group Management Ltd.
 
By: /s/ D. Jeff van Steenbergen, Director

May 14, 2013
 

KERN Energy Partners I LP

By: KERN Energy Partners Management Ltd., General Partner
 
By: /s/ D. Jeff van Steenbergen, Director

May 14, 2013
 

KERN Energy Partners II LP

By: KERN Energy Partners Management II Ltd., General Partner
 
By: /s/ D. Jeff van Steenbergen, Director

May 14, 2013
 

KERN Energy Partners III LP

By: KERN Energy Partners GP III LP, General Partner

By: KERN Energy Partners Management III Ltd., General Partner
 
By: /s/ D. Jeff van Steenbergen, Director

May 14, 2013
 

KERN Cobalt Co-Invest V LP

By: KERN Cobalt Group V LLC, General Partner
 
By: /s/ D. Jeff van Steenbergen, Manager

May 14, 2013
 

KERN Energy Partners I U.S. LP

By: KERN Energy Partners Management Ltd., General Partner
 
By: /s/ D. Jeff van Steenbergen, Director

May 14, 2013
 

KERN Energy Partners II U.S. LP

By: KERN Energy Partners Management II Ltd., General Partner
 
By: /s/ D. Jeff van Steenbergen, Director

May 14, 2013
 


KERN Energy Partners III U.S. LP

By: KERN Energy Partners GP III LP, General Partner

By: KERN Energy Partners Management III Ltd., General Partner
 
By: /s/ D. Jeff van Steenbergen, Director

May 14, 2013
 

KERN Cobalt Group V LLC
 
By: /s/ D. Jeff van Steenbergen, Manager

May 14, 2013
 

KERN Energy Partners GP III LP

By: KERN Energy Partners Management III Ltd., General Partner
 
By: /s/ D. Jeff van Steenbergen, Director

May 14, 2013
 

KERN Energy Partners Management Ltd.
 
By: /s/ D. Jeff van Steenbergen, Director

May 14, 2013
 

KERN Energy Partners Management II Ltd.

By: /s/ D. Jeff van Steenbergen, Director

May 14, 2013
 

KERN Energy Partners Management III Ltd.

By: /s/ D. Jeff van Steenbergen, Director

May 14, 2013
 

KERN Partners Ltd.
 
By: /s/ D. Jeff van Steenbergen, Director

May 14, 2013
 

The Board of Trustees of the Leland Stanford Junior University,
 
By: /s/ Thomas Lurquin, Director
Natural Resources
Investments

May 14, 2013
 

Caisse de dépôt et placement du Québec,
 
By: /s/ Cyrille Vittecoq
Vice-President, Investissements

May 14, 2013
 

By: /s/ Pierre Lambert
Directeur, Investissements

May 14, 2013
 

Pentti Karkkainen

By: /s/ Pentti Karkkainen

May 14, 2013