| 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) 09/24/2013 | ||||||||||||||||||||||||||
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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'') | 09/24/2013 | J(1)(2) | 2,759,985 | D | $0(1) | 60,655,002 | D(1)(2) | |||
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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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| Explanation of Responses: |
| 1. See Exhibit 99.1, note (1) |
| 2. See Exhibit 99.1, note (2) |
| Remarks: |
| Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Names and Addresses Exhibit 99.3 - Joint Filers' Signatures *** The Power of Attorney given by Warburg Pincus & Co. was previously filed with the U.S. Securities & Exchange Commission on January 15, 2013 as an exhibit to a statement on Schedule 13D/A filed by Warburg Pincus Private Equity X, L.P. with respect to Talon Therapeutics, Inc. and is hereby incorporated by reference. |
| WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX LLC, its General Partner By: Warburg Pincus Partners LLC, its Sole Member By: Warburg Pincus & Co., its Managing Member /s/ Scott A. Arenare Name: Scott A. Arenare Title: Attorney-in-Fact*** | 09/24/2013 | |
| ** 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. | ||
Exhibit 99.1
Designated Filer: Warburg Pincus Private Equity IX, L.P.
Issuer & Ticker Symbol: Laredo Petroleum Holdings, Inc. [LPI]
Date of Event Requiring Statement: September 24, 2013
Explanation of Responses:
(1) This Form 4 is filed on behalf of Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (“WP IX”). Warburg Pincus IX LLC, a New York limited liability company (“WP IX GP”), is the general partner of WP IX. Warburg Pincus Partners LLC, a New York limited liability company (“WP Partners”), is the sole member of WP IX GP. 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 WP IX. 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 WP IX, WP IX GP, WP Partners, WP and WP LLC (together with Messrs. Kaye and Landy, the “Warburg Pincus Reporting Persons”).
(2) On September 24, 2013, WP IX distributed, which distribution did not constitute a purchase or sale of securities, an aggregate of 2,759,985 shares of common stock of Laredo Petroleum Holdings, Inc. (“Common Stock” and such entity, the “Company”) held by WP IX to its partners on a pro rata basis, for no consideration.
By reason of the provisions of Rule 16a-1 of the Securities 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 60,655,002 shares of Common Stock of the Company held by WP IX. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WP IX, 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 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 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 WP IX, WP IX GP, 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 Company.
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.
Exhibit 99.2
Designated Filer: Warburg Pincus Private Equity IX, L.P.
Issuer & Ticker Symbol: Laredo Petroleum Holdings, Inc. [LPI]
Date of Event Requiring Statement: September 24, 2013
JOINT FILERS’ NAMES AND ADDRESSES
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Name: |
Warburg Pincus IX LLC |
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Address: |
c/o Warburg Pincus & Co. |
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450 Lexington Avenue |
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New York, NY 10017 |
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2. |
Name: |
Warburg Pincus Partners LLC |
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Address: |
c/o Warburg Pincus & Co. |
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450 Lexington Avenue |
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New York, NY 10017 |
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3. |
Name: |
Warburg Pincus LLC |
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Address: |
450 Lexington Avenue |
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New York, NY 10017 |
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4. |
Name: |
Warburg Pincus & Co. |
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Address: |
450 Lexington Avenue |
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New York, NY 10017 |
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5. |
Name: |
Charles R. Kaye |
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Address: |
c/o Warburg Pincus & Co. |
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450 Lexington Avenue |
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New York, NY 10017 |
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6. |
Name: |
Joseph P. Landy |
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Address: |
c/o Warburg Pincus & Co. |
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450 Lexington Avenue |
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New York, NY 10017 |
Exhibit 99.3
Designated Filer: Warburg Pincus Private Equity IX, L.P.
Issuer & Ticker Symbol: Laredo Petroleum Holdings, Inc. [LPI]
Date of Event Requiring Statement: September 24, 2013
JOINT FILERS’ SIGNATURES
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WARBURG PINCUS IX 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: |
September 24, 2013 | |
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Name: |
Scott A. Arenare |
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Title: |
Attorney-in-Fact* |
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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: |
September 24, 2013 | |
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Name: |
Scott A. Arenare |
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Title: |
Attorney-in-Fact* |
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WARBURG PINCUS LLC |
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By: |
/s/ Scott A. Arenare |
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Date: |
September 24, 2013 | |
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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: |
September 24, 2013 | |
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Name: |
Scott A. Arenare |
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Title: |
Attorney-in-Fact* |
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CHARLES R. KAYE |
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By: |
/s/ Scott A. Arenare |
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Date: |
September 24, 2013 | |
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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: |
September 24, 2013 | |
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By: |
Scott A. Arenare, Attorney-in-Fact* |
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*The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on January 15, 2013 as an exhibit to a statement on Schedule 13D/A filed by Warburg Pincus Private Equity X, L.P. with respect to Talon Therapeutics, Inc. and is hereby incorporated by reference.