| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
 |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Laredo Petroleum, Inc. [ LPI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 09/11/2018 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 Stock, par value $0.01 per share (''Common Stock'') | 63,470,146 | I(1)(2)(3) | See Footnotes(1)(2)(3) | |||||||
|
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 Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. See Exhibit 99.1; Note 1. |
| 2. See Exhibit 99.1; Note 2. |
| 3. See Exhibit 99.1; Note 3. |
| Remarks: |
| See Exhibit 99.1 Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information *** The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on July 12, 2016 as an exhibit to a beneficial ownership report on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc. and is hereby incorporated by reference. |
| /s/ WARBURG PINCUS LLC By: Robert B. Knauss, Managing Director | 09/12/2018 | |
| /s/ CHARLES KAYE By: Robert B. Knauss, Attorney-in-Fact*** for CHARLES KAYE | 09/12/2018 | |
| /s/ JOSEPH P. LANDY By: Robert B. Knauss, Attorney-in-Fact*** for JOSEPH P. LANDY | 09/12/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
|
Designated Filer: |
|
Warburg Pincus LLC |
|
|
|
|
|
Issuer & Ticker Symbol: |
|
Laredo Petroleum, Inc. [LPI] |
|
|
|
|
|
Date of Event Requiring Statement: |
|
September 11, 2018 |
Explanation of Responses:
(1) This Form 4 is filed on behalf of Warburg Pincus LLC, a New York limited liability company (“WP LLC”) and Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of Warburg Pincus & Co., a New York general partnership (“WP”) and the Co-Chief Executive Officers and Managing Members of WP LLC (WP LLC, together with Messrs. Kaye and Landy, the “Warburg Pincus Reporting Persons”).
(2) Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (“WP IX”) was an existing shareholder of the Company prior to the sale by WP IX as reported on a separate Form 4 (the “Sale”), and currently owns 22,015,078 shares of Common Stock. Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership (“WP X O&G”), was an existing shareholder of the Company prior to the Sale and currently holds 40,163,657 shares of Common Stock. Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”), was an existing shareholder of the Company prior to the Sale and currently owns 1,291,411 shares of Common Stock.
WP LLC manages each of WP X O&G, WP X Partners and WP IX (collectively, the “WP Funds”) and WP is the ultimate general partner of the WP Funds. Therefore, the consummation of the Sale altered the indirect beneficial ownership of the Reporting Persons in the shares of Common Stock.
(3) By reason of the provisions of Rule 16a-1 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), each of the Warburg Pincus Reporting Persons may be deemed to be beneficial owners of the 63,470,146 shares of Common Stock of the Company held collectively by the WP Funds.
Due to the limitations on the number of Reporting Persons allowed on Form 4, the WP Funds, and certain affiliated partnerships, who may be deemed to hold beneficial ownership in the shares of Common Stock of the Company, report such beneficial ownership on separate Forms 4.
Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons herein states that this Form 4 shall not be deemed an admission that it is the beneficial owner of any of the shares of Common Stock of the Company reported in this Form 4. Each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of the Common Stock of the Company, except to the extent it has a pecuniary interest in such shares of Common Stock of the Company.
Exhibit 99.2 - Joint Filer Information
Joint Filers:
|
1. Name: |
|
Warburg Pincus LLC |
|
|
|
|
|
Address: |
|
450 LEXINGTON AVENUE |
|
|
|
|
|
|
|
New York, NY 10017 |
|
|
|
|
|
|
|
|
|
2. Name: |
|
Charles R. Kaye |
|
|
|
|
|
Address: |
|
c/o Warburg Pincus LLC 450 LEXINGTON AVENUE |
|
|
|
|
|
|
|
New York, NY 10017 |
|
|
|
|
|
|
|
|
|
3. Name: |
|
Joseph P. Landy |
|
|
|
|
|
Address: |
|
c/o Warburg Pincus LLC 450 LEXINGTON AVENUE |
|
|
|
|
|
|
|
New York, NY 10017 |