| 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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
Laredo Petroleum Holdings, Inc. [ LPI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/17/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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") | 10/17/2012 | S | 2,919,324 | D | $19.44 | 17,771,653 | D(1)(2)(3)(4) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See Exhibit 99.1; Note 1. |
| 2. See Exhibit 99.1; Note 2. |
| 3. See Exhibit 99.1; Note 3. |
| 4. See Exhibit 99.1; Note 4. |
| Remarks: |
| Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures |
| By: Warburg Pincus X L.P., its General Partner; By: Warburg Pincus X LLC, its General Partner; By: Warburg Pincus Partners LLC, its sole Member; By: Warburg Pincus & Col., its Managing Member; By: /s/ Scott A. Arenare, Partner | 10/19/2012 | |
| ** 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. | ||
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Designated Filer:
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Warburg Pincus Private Equity X O&G, L.P.
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Issuer & Ticker Symbol:
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Laredo Petroleum Holdings, Inc. [LPI]
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Date of Event Requiring Statement:
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October 17, 2012
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Explanation of Responses:
(1) The stockholders are Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership (“WP X O&G”), and its affiliated partnership Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”, and together with WP X O&G, the “WP X Funds”). The total number of shares of Common Stock of Laredo Petroleum Holdings, Inc., a Delaware corporation (the "Issuer"), owned by the WP X Funds is 17,771,653 shares of Common Stock, of which 17,220,732 shares of Common Stock are owned by WP X O&G and 550,921 shares of Common Stock are owned by WP X Partners. WP X Partners directly owns less than 1% of the Common Stock outstanding of the Issuer.
(2) Warburg Pincus X, L.P., a Delaware limited partnership (“WP X GP''), is the general partner of the WP X Funds. Warburg Pincus X LLC, a Delaware limited liability company (“WP X LLC''), is the general partner of WP X GP. Warburg Pincus Partners LLC, a New York limited liability company (“WP Partners”), is the sole member of WP X LLC. Warburg Pincus & Co., a New York general partnership (“WP''), is the managing member of WP Partners. Warburg Pincus LLC, a New York limited liability company (“WP LLC''), manages the WP X Funds. Charles R. Kaye and Joseph P. Landy are the Managing General Partners of WP and the Co−Presidents and Managing Members of WP LLC and may be deemed to control the WP X Funds, WP X GP, WP X LLC, WP Partners, WP and WP LLC (together with Messrs. Kaye and Landy, the “Warburg Pincus Reporting Persons”).
(3) Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.
(4) By reason of the provisions of Rule 16a−1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), WP X GP, WP X LLC, WP Partners, WP, WP LLC and Messrs. Kaye and Landy may be deemed to be beneficial owners of the 17,771,653 shares of Common Stock of the Issuer held by the WP X Funds. Pursuant to Rule 16a−1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than the WP X Funds, herein states that this Form 4 shall not be deemed an admission that it or he is the beneficial owner of any of the shares of Common Stock of the Issuer reported in this Form 4. Each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of the Common Stock of the Issuer, except to the extent it or he has a pecuniary interest in such shares of Common Stock.
Solely for the purposes of Section 16 of the Exchange Act, each of the WP X Funds, WP X GP, WP X LLC, WP Partners, and WP may be deemed a director-by-deputization by virtue of their contractual right to nominate a representative to serve on the board of directors of the Issuer.
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Designated Filer:
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Warburg Pincus Private Equity X O&G, L.P.
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Issuer & Ticker Symbol:
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Laredo Petroleum Holdings, Inc. [LPI]
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Date of Event Requiring Statement:
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October 17, 2012
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Joint Filer Information
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1.
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Name:
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Warburg Pincus Private Equity X O&G, L.P.
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Address:
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C/O WARBURG PINCUS LLC
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450 LEXINGTON AVENUE
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New York, NY 10017
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2.
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Name:
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Warburg Pincus X Partners, L.P.
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Address:
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C/O WARBURG PINCUS LLC
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450 LEXINGTON AVENUE
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New York, NY 10017
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3.
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Name:
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Warburg Pincus X, L.P.
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Address:
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C/O WARBURG PINCUS LLC
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450 LEXINGTON AVENUE
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New York, NY 10017
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4.
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Name:
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Warburg Pincus X LLC
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Address:
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C/O WARBURG PINCUS LLC
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450 LEXINGTON AVENUE
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New York, NY 10017
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5.
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Name:
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Warburg Pincus Partners LLC
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Address:
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C/O WARBURG PINCUS LLC
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450 LEXINGTON AVENUE
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New York, NY 10017
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6.
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Name:
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Warburg Pincus LLC
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Address:
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450 LEXINGTON AVENUE
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New York, NY 10017
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7.
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Name:
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Warburg Pincus & Co.
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Address:
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450 LEXINGTON AVENUE
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New York, NY 10017
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8.
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Name:
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Charles R. Kaye
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Address:
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C/O WARBURG PINCUS LLC
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450 LEXINGTON AVENUE
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New York, NY 10017
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9.
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Name:
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Joseph P. Landy
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Address:
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C/O WARBURG PINCUS LLC
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450 LEXINGTON AVENUE
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New York, NY 10017
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Designated Filer:
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Warburg Pincus Private Equity X O&G, L.P.
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Issuer & Ticker Symbol:
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Laredo Petroleum Holdings, Inc. [LPI]
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Date of Event Requiring Statement:
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October 17, 2012
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Joint Filers’ Signatures
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WARBURG PINCUS PRIVATE EQUITY X O&G, L.P.
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By: Warburg Pincus X, L.P., its General Partner
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By: Warburg Pincus X LLC, its General Partner
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By: Warburg Pincus Partners LLC, its Sole Member
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By: Warburg Pincus & Co., its Managing Member
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By: /s/ Scott A. Arenare
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Date: October 19, 2012
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Name: Scott A. Arenare
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Title: Partner
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WARBURG PINCUS X PARTNERS, L.P.
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By: Warburg Pincus X, L.P., its General Partner
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By: Warburg Pincus X LLC, its General Partner
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By: Warburg Pincus Partners LLC, its Sole Member
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By: Warburg Pincus & Co., its Managing Member
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By: /s/ Scott A. Arenare
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Date: October 19, 2012
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Name: Scott A. Arenare
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Title: Partner
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WARBURG PINCUS X, L.P.
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By: Warburg Pincus X LLC, its General Partner
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By: Warburg Pincus Partners LLC, its Sole Member
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By: Warburg Pincus & Co., its Managing Member
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By: /s/ Scott A. Arenare
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Date: October 19, 2012
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Name: Scott A. Arenare
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Title: Partner
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WARBURG PINCUS X LLC
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By: Warburg Pincus Partners LLC, its Sole Member
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By: Warburg Pincus & Co., its Managing Member
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By: /s/ Scott A. Arenare
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Date: October 19, 2012
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Name: Scott A. Arenare
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Title: Partner
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WARBURG PINCUS PARTNERS LLC
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By: Warburg Pincus & Co., its Managing Member
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By: /s/ Scott A. Arenare
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Date: October 19, 2012
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Name: Scott A. Arenare
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Title: Partner
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Designated Filer:
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Warburg Pincus Private Equity X O&G, L.P.
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Issuer & Ticker Symbol:
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Laredo Petroleum Holdings, Inc. [LPI]
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Date of Event Requiring Statement:
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October 17, 2012
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Joint Filers’ Signatures (cont’d)
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WARBURG PINCUS LLC
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By: /s/ Scott A. Arenare
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Date: October 19, 2012
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Name: Scott A. Arenare
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Title: Managing Director
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WARBURG PINCUS & CO.
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By: /s/ Scott A. Arenare
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Date: October 19, 2012
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Name: Scott A. Arenare
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Title: Partner
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CHARLES R. KAYE
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By: /s/ Scott A. Arenare
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Date: October 19, 2012
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Name: Charles R. Kaye
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By: Scott A. Arenare, Attorney-in-Fact*
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JOSEPH P. LANDY
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By: /s/ Scott A. Arenare
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Date: October 19, 2012
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Name: Joseph P. Landy
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By: Scott A. Arenare, Attorney-in-Fact*
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__________________________________
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*
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The Power of Attorney given by Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on October 4, 2012, as exhibits to the Schedule 13D filed by Warburg Pincus Private Equity X, L.P. with respect to Primerica, Inc. and is hereby incorporated by reference.
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