Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KEMP JOHN RANDOLPH III
   2. Issuer Name and Ticker or Trading Symbol
Kosmos Energy Ltd. [KOS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O KOSMOS ENERGY, LLC, 8176 PARK LANE, SUITE 500		 3. Date of Earliest Transaction (Month/Day/Year)
01/13/2014
(Street)

DALLAS, TX 75231		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares               109,524 (1) D  
Common Shares               1,800 (2) I See footnote (3)
Common Shares 01/13/2014   S(4)   2,500 D $ 11.51 654,438 (1) (2) I See footnote (5)
Common Shares 01/13/2014   S(6)   2,500 D $ 11.51 651,938 (1) (2) I See footnote (7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KEMP JOHN RANDOLPH III
C/O KOSMOS ENERGY, LLC
8176 PARK LANE, SUITE 500
DALLAS, TX 75231		   X      

Signatures

 /s/ Phillip Feiner, as Attorney-in-Fact   01/15/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) The amount of securities reported as directly beneficially owned in Column 5 reflects an adjustment to the number of such directly held common shares previously reported by the reporting person. The reporting person previously reported the following sales as being sales of such directly held common shares: 3,100 shares on December 3, 2013 and 1,389 shares on January 9, 2014 pursuant to a Rule 10b5-1 plan adopted by the reporting person. In fact, such sales were of common shares held indirectly by the John R. Kemp, III 2011 Grantor Retained Annuity Trust pursuant to a Rule 10b5-1 plan adopted by the reporting person.
(2) The amount of securities reported as indirectly beneficially owned in Column 5 reflects an adjustment in such common shares held by the reporting person's wife previously reported by the reporting person. The reporting person previously reported the sale of 1,389 common shares on January 9, 2014 as being a sale of shares held by the reporting person's wife pursuant to a Rule 10b5-1 plan adopted by the reporting person's wife. In fact, such sales were of common shares held indirectly by the Rosalind I. Kemp 2011 Grantor Retained Annuity Trust and sold pursuant to a Rule 10b5-1 plan adopted by the reporting person's wife.
(3) These shares are owned by the reporting person's wife. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(4) The sales reported in this Form 4 were affected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
(5) These shares granted under the Issuer's Long Term Incentive Plan are directly owned by the Rhonda N. Kemp 2011 Trust No. 1, Rhonda N. Kemp 2011 Trust No. 2, John R. Kemp, IV 2011 Trust No. 1, John R. Kemp, IV 2011 Trust No. 2, John R. Kemp, III 2011 Grantor Retained Annuity Trust and the Rosalind I. Kemp 2011 Grantor Retained Annuity Trust in the amount of 26,579, 26,579, 26,579, 26,579, 271,261 and 276,861 common shares, respectively. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(6) The sales reported in this Form 4 were affected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person's wife.
(7) These shares granted under the Issuer's Long Term Incentive Plan are directly owned by the Rhonda N. Kemp 2011 Trust No. 1, Rhonda N. Kemp 2011 Trust No. 2, John R. Kemp, IV 2011 Trust No. 1, John R. Kemp, IV 2011 Trust No. 2, John R. Kemp, III 2011 Grantor Retained Annuity Trust and the Rosalind I. Kemp 2011 Grantor Retained Annuity Trust in the amount of 26,579, 26,579, 26,579, 26,579, 271,261 and 274,361 common shares, respectively. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

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