3//SEC Filing
CARLYLE RIVERSTONE ENERGY PARTNERS II LP 3
Accession 0000895345-09-001038
CIK 0001471261other
Filed
Dec 15, 7:00 PM ET
Accepted
Dec 16, 7:10 PM ET
Size
24.6 KB
Accession
0000895345-09-001038
Insider Transaction Report
Form 3
C/R Energy GP III, LLC
10% Owner
Holdings
- 44,917,790(indirect: See footnotes)
Common Stock
- 29,945,194(indirect: See footnotes)
Common Stock
Footnotes (5)
- [F1]Carlyle/Riverstone Global Energy and Power Fund III, L.P. ("C/R Fund III") is the direct beneficial owner of 30,335,222 shares. C/R Energy III Cobalt Partnership, L.P. ("C/R III Cobalt") is the direct beneficial owner of 13,069,929 shares. Riverstone Energy Coinvestment III, L.P. ("REC III") is the direct beneficial owner of 1,242,636 shares. Carlyle Energy Coinvestment III, L.P. ("CEC III") is the direct beneficial owner of 270,003 shares. C/R Energy GP III, LLC exercises investment discretion and control over the shares held by each of C/R Fund III and C/R III Cobalt through their mutual general partner, Carlyle/Riverstone Energy Partners III, L.P., of which C/R Energy GP III, LLC is the sole general partner. C/R Energy GP III, LLC has the power to direct the voting and disposition of the shares held by each of REC III and CEC III.
- [F2]C/R Cobalt Investment Partnership, L.P. ("C/R Cobalt") is the direct beneficial owner of 27,387,222 shares. C/R Energy Coinvestment II, L.P. ("C/R Coinvest") is the direct beneficial owner of 2,557,972 shares. C/R Energy GP II, LLC exercises investment discretion and control over the shares held by each of C/R Cobalt and C/R Coinvest through their mutual general partner, Carlyle/Riverstone Energy Partners II, L.P., of which C/R Energy GP II, LLC is the sole general partner.
- [F3]Each of C/R Energy GP III, LLC and C/R Energy GP II, LLC is managed by an eight person managing board. Daniel A. D'Aniello, William E. Conway, Jr., David M. Rubenstein, Edward J. Mathias, Pierre F. Lapeyre, Jr., David M. Leuschen, Gregory Beard and Michael B. Hoffman, as the members of the managing boards of each of C/R Energy GP III, LLC and C/R Energy GP II, LLC, may be deemed to share beneficial ownership of the shares beneficially owned by C/R Energy GP III, LLC and C/R Energy GP II, LLC. Such persons disclaim such beneficial ownership.
- [F4]On December 8, 2009 each of C/R Fund III, C/R III Cobalt, REC III, CEC III, C/R Cobalt and C/R Coinvest (together the "Carlyle/Riverstone entities") entered into a Reorganization Agreement pursuant to which, prior to the closing of the registered public offering of shares of Cobalt International Energy, Inc. (the "Issuer") common stock, par value, $0.01 (the "Common Stock") the Carlyle/Riverstone entities will transfer or cause to be transferred to the Issuer all of their class A interests in Cobalt International Energy, L.P., or other ownership interests in one or more Reporting Persons that hold such class A interests, to the Issuer in exchange for the number of shares of Common Stock of the Issuer described herein.
- [F5]The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.
Documents
Issuer
Cobalt International Energy, Inc.
CIK 0001471261
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001247527
Filing Metadata
- Form type
- 3
- Filed
- Dec 15, 7:00 PM ET
- Accepted
- Dec 16, 7:10 PM ET
- Size
- 24.6 KB