| 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, 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) 03/05/2015 | ||||||||||||||||||||||||||
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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") | 03/05/2015 | J(1) | 29,800,000 | A | $11.05 | 87,670,127 | I(1)(2) | See Footnotes(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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| Explanation of Responses: |
| 1. See Exhibit 99.1; Note 1. |
| 2. See Exhibit 99.1; Note 2. |
| Remarks: |
| See Exhibit 99.1 Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information. |
| WARBURG PINCUS LLC By: /s/ Robert B. Knauss, Managing Director | 03/06/2015 | |
| CHARLES R. KAYE By: /s/ Robert B. Knauss, Attorney-in-Fact for Charles R. Kaye | 03/06/2015 | |
| JOSEPH P. LANDY By: /s/ Robert B. Knauss, Attorney-in-Fact for Joseph P. Landy | 03/06/2015 | |
| ** 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
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Designated Filer: |
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Warburg Pincus LLC |
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Issuer & Ticker Symbol: |
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Laredo Petroleum, Inc. [LPI] |
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Date of Event Requiring Statement: |
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March 5, 2015 |
Explanation of Responses:
(1) This Form 4 is filed on behalf of Warburg Pincus LLC, a New York limited liability company (“WP LLC”). Charles R. Kaye and Joseph P. Landy are the Managing General Partners 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 “Reporting Persons”).
(2) On March 5, 2015, WP Antero TopCo, Inc., a Delaware corporation (“TopCo”), Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership (“WP X O&G”), Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”), Warburg Pincus Private Equity (E&P) X, Inc., a Delaware corporation (“WPX”), Warburg Pincus Private Equity (E&P) X-A, L.P., a Delaware limited partnership (“WP X-A”) and Warburg Pincus (Bermuda) Private Equity X, LLC, a Delaware limited liability company (“WPB”) collectively acquired an aggregate of 29,800,000 shares of common stock of Laredo Petroleum, Inc., a Delaware corporation (f//k/a Laredo Petroleum Holdings, Inc.)(the “Issuer”) in an underwritten offering by the Issuer, at a price of $11.05 per share (TopCo, WP X O&G, WP X Partners, WPX, WP X-A, and WPB, collectively, the “WP Purchasers”).
WP LLC manages each of WP X O&G, WP X Partners, WP X-A, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership and the sole shareholder of TopCo, Warburg Pincus Private Equity (E&P) X - B, L.P., a Delaware limited partnership and the sole shareholder of WPX and Warburg Pincus (Bermuda) Private Equity X, L.P., a Bermuda exempted limited partnership and the sole member of WPB. WP holds an indirect ownership interest in each of TopCo, WP X O&G and WP X Partners.
Charles R. Kaye was an existing shareholder of the Company prior to the offering and currently owns, directly and indirectly, 178,358 shares of Common Stock. These 178,358 Shares of Common Stock are held as follows: 142,703 Shares held directly by Charles R. Kaye; 11,885 Shares held by The Nicole Kaye 2013 GST Trust; 11,885 Shares held by The Sydney Kaye 2013 GST Trust; and 11,885 Shares held by The Tyler Kaye 2013 GST Trust.
Joseph P. Landy was also an existing shareholder of the Company prior to the offering and currently owns 84,953 shares of Common Stock.
Due to their relationships with the WP Purchasers, the Reporting Persons may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) in an indeterminate portion of the shares of the Issuer held by the WP Purchasers. The Reporting Persons disclaim beneficial ownership of the shares of the Issuer held by the WP Purchasers, except to the extent of any direct pecuniary interest therein.
Due to the limitations on the number of Reporting Persons allowed on Form 3, the WP Purchasers, 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 and 3.
This Form 4 shall not be deemed an admission that the Reporting Persons or any other person referred to herein is a beneficial owner of the shares of Common Stock held by the WP Purchasers for purposes of Section 16 of the Exchange Act or for any other purpose or that the Reporting Person or other person has an obligation to file this Form 4 except, in each case, to the extent it or he has a pecuniary interest in such shares of Common Stock for purposes of Section 16 of the Exchange Act.
Exhibit 99.2
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Designated Filer: |
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Warburg Pincus LLC |
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Issuer & Ticker Symbol: |
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Laredo Petroleum, Inc. [LPI] |
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Date of Event Requiring Statement: |
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March 5, 2015 |
Joint Filer Information
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Joint Filers: |
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1. Name: |
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Warburg Pincus LLC |
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Address: 450 LEXINGTON AVENUE |
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New York, NY 10017 |
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2. Name: |
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Charles R. Kaye |
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Address: 450 LEXINGTON AVENUE |
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New York, NY 10017 |
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3. Name: |
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Joseph P. Landy |
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Address: 450 LEXINGTON AVENUE |
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New York, NY 10017 |