8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 18, 2013

KOSMOS ENERGY LTD.

(Exact Name of Registrant as Specified in its Charter)

Bermuda	001-35167	98-0686001
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Clarendon House 2 Church Street Hamilton, Bermuda	HM 11
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: +1 441 295 5950

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 18, 2013, Mr. John R. Kemp III submitted a letter of resignation to the Board of Directors (the “Board”) of Kosmos Energy Ltd. (the “Company”). Mr. Kemp resigned as a Director and the Chairman of the Board of the Company effective upon the appointment of his successor as Chairman of the Board. Mr. Kemp has been a Director of the Company since 2011 (and Director of the Company’s predecessor Kosmos Energy Holdings from 2005 until 2011) and Chairman of the Board since January 2011, shortly before the Company completed its initial public offering.

In his letter of resignation, Mr. Kemp confirmed his support for the Board and the Company’s management team, and confirmed that his resignation as Director and Chairman is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Further details regarding Mr. Kemp’s resignation as Director and Chairman of the Board are contained in a press release issued by the Company on July 18, 2013, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements And Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated July 18, 2013

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 23, 2013
	KOSMOS ENERGY LTD.
	By:	/s/ W. Greg Dunlevy
		W. Greg Dunlevy
		Executive Vice President and Chief Financial Officer

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EXHIBIT LISTING

Exhibit No.	Description
99.1	Press Release dated July 18, 2013

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EX-99.1

Exhibit 99.1

NEWS RELEASE

JOHN R. KEMP III TO RETIRE FROM KOSMOS ENERGY’S

 BOARD OF DIRECTORS

DALLAS, Texas, July 18, 2013 — Kosmos Energy Ltd. (“Kosmos”) (NYSE: KOS) announced today that John R. Kemp III intends to retire as Kosmos Energy’s Chairman.  Kemp will continue to serve in his current capacity until a successor is named. Kosmos’ Board of Directors has initiated a search process to identify a new Chairman.

Kemp joined the Company’s Board as an independent director in 2005. Subsequently, he was named Chairman of the Board in early 2011, shortly before the Company completed its initial public offering. Kemp served in various capacities for 34 years at Conoco (now ConocoPhillips) where he led ventures in both the domestic and international arenas prior to his tenure at Kosmos. He was granted a Bachelor of Science degree in petroleum and natural gas engineering from Pennsylvania State University in 1966 and is a Centennial Fellow and Alumni Fellow of the school’s College of Earth and Mineral Sciences.

Adebayo O. Ogunlesi, Chairman of the Nominating and Corporate Governance Committee, commented, “John has made significant contributions to Kosmos both as Chairman and as a member of the Board during his term with the Company.  On behalf of the Board of Directors, as well as the management and employees of Kosmos, I want to express our deepest appreciation for John’s incomparable service and support to the Company over the last eight years.”

About Kosmos Energy

Kosmos Energy is a leading independent oil and gas exploration and production company focused on frontier and emerging areas along the Atlantic Margin. The Company’s asset portfolio includes existing production and other major development projects offshore Ghana, as well as exploration licenses with significant hydrocarbon potential offshore Ireland, Mauritania, Morocco and Suriname and onshore Cameroon. Kosmos is listed on the New York Stock Exchange and is traded under the ticker symbol KOS. For additional information, visit www.kosmosenergy.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements.  The Company’s estimates and forward-looking statements are mainly based on its current expectations and estimates of future events and trends, which affect or may affect its businesses and operations. Although the Company believes that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to the Company. When used in this press release, the words “anticipate,” “believe,” “intend,” “expect,” “plan,” “will” or other similar words are intended to identify forward-looking statements. Such statements are subject to a number of assumptions, risks and

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uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Further information on such assumptions, risks and uncertainties is available in the Company’s Securities and Exchange Commission (“SEC”) filings.  The Company’s SEC filings are available on the Company’s website at www.kosmosenergy.com. Kosmos undertakes no obligation and does not intend to update or correct these forward-looking statements to reflect events or circumstances occurring after the date of this press release, except as required by applicable law. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.

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CONTACT:

Investor Relations

Jon Cappon

+1.214.445.9669

jcappon@kosmosenergy.com