| 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) 03/26/2015 | ||||||||||||||||||||||||||
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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'') | 87,670,127 | I(1)(2)(3) | See Footnotes(1)(2)(3) | |||||||
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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. |
| 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 |
| WARBURG PINCUS LLC By: Robert B. Knauss, Managing Director | 03/26/2015 | |
| CHARLES R. KAYE By: Robert B. Knauss, Attorney-in-Fact for Charles R. Kaye | 03/26/2015 | |
| JOSEPH P. LANDY By: Robert B. Knauss, Attorney-in-Fact for Joseph P. Landy | 03/26/2015 | |
| ** 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: |
Warburg Pincus LLC |
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Issuer & Ticker Symbol: |
Laredo Petroleum, Inc. [LPI] |
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Date of Event Requiring Statement: |
March 26, 2015 |
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 X O&G, L.P., a Delaware limited partnership (“WP X O&G”), WP Antero TopCo, Inc., a Delaware corporation (“TopCo”), 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”, together with TopCo, WPX, WP X-A and WPB, the “Sellers”), entered into a stock purchase agreement (the “Stock Purchase Agreement”), dated as of March 5, 2015, pursuant to which WP X O&G acquired an aggregate of 24,527,098 shares of common stock of Laredo Petroleum, Inc. (f/k/a Laredo Petroleum Holdings, Inc.) (“Common Stock” and such entity, the “Company”) from the Sellers, at a price of $11.05 per share.
WP X O&G was an existing shareholder of the Company and held 15,636,559 shares of Common Stock of the Company prior to the consummation of the transactions contemplated by the Stock Purchase Agreement. Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”), was an existing shareholder of the Company prior to the consummation of the transactions contemplated by the Stock Purchase Agreement and currently owns 1,291,411 shares of Common Stock. Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (“WP IX”), was an existing shareholder of the Company prior to the consummation of the transactions contemplated by the Stock Purchase Agreement and currently owns 46,215,059 shares of Common Stock of the Company.
WP LLC manages each of WP X O&G (the purchaser under the Stock Purchase Agreement), WP X Partners and WP IX (collectively, the “WP Funds”) and WP holds an indirect ownership interest in the WP Funds. WP LLC also manages the Sellers (or, in some cases, the sole shareholder or sole member of the Sellers). Therefore, the consummation of the transactions contemplated by the Stock Purchase Agreement did not alter the indirect beneficial ownership of the Reporting Persons in the shares of Common Stock. However, even though the indirect beneficial ownership of the Reporting Persons did not change, this Form 4 is being filed to reflect the change in direct beneficial ownership of the Sellers and WP X O&G in shares of Common Stock as a result of the consummation of the transactions contemplated by the Stock Purchase Agreement, as concurrently reported on separate Forms 4.
Charles R. Kaye was an existing shareholder of the Company prior to the consummation of the transactions contemplated under the Stock Purchase Agreement and currently owns, directly and indirectly, 178,358 shares of Common Stock of the Company. These 178,358 shares of Common Stock of the Company are held as follows: 142,703 shares of Common Stock of the Company are held directly by Charles R. Kaye; 11,885 shares of Common Stock of the Company are held by The Nicole Kaye 2013 GST Trust; 11,885 shares of Common Stock of the Company are held by The Sydney Kaye 2013 GST Trust; and 11,885 shares of Common Stock of the Company are held by The Tyler Kaye 2013 GST Trust.
Joseph P. Landy was an existing shareholder of the Company prior to the consummation of the transactions contemplated by the Stock Purchase Agreement and currently owns directly and indirectly, 122,000 shares of Common Stock of the Company.
(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 87,670,127 shares of Common Stock of the Company held collectively by the WP Funds.
Solely for the purposes of Section 16 of the Exchange Act, WP LLC may be deemed a director-by-deputization by virtue of Peter R. Kagan and James R. Levy, managing directors of WP LLC and Partners of WP serving as members of the board of directors of the Company.
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
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Joint Filers: | |
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1. Name: |
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: |
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: |
Joseph P. Landy |
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Address: |
450 LEXINGTON AVENUE |
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New York, NY 10017 |