Ownership Submission
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, 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 *
  Dunlevy W Greg
 2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2011		 3. Issuer Name and Ticker or Trading Symbol
Kosmos Energy Ltd. [KOS]
(Last)
(First)
(Middle)
C/O KOSMOS ENERGY, LLC, 8176 PARK LANE, SUITE 500		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive VP and CFO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DALLAS, TX 75231		 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 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 (1) 0 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dunlevy W Greg
C/O KOSMOS ENERGY, LLC
8176 PARK LANE, SUITE 500
DALLAS, TX 75231		       Executive VP and CFO  

Signatures

/s/ Phillip Feiner, as Attorney-in-Fact 05/11/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reporting person does not hold securities of the Issuer. The reporting person currently holds units in Kosmos Energy Holdings, the Issuer's predecessor. In connection with a corporate reorganization, which will involve Kosmos Energy Holdings becoming wholly-owned by the Issuer and will be completed on or prior to the closing of the Issuer's initial public offering described in the prospectus dated May 11, 2011, the reporting person will receive common shares and restricted shares of the Issuer in exchange for his vested and unvested units in Kosmos Energy Holdings, respectively.

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