SEC Form 4
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*
Warburg Pincus Private Equity IX, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Laredo Petroleum, Inc. [ LPI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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'') 11/18/2020 S 261,113 D $11.85(5)(9) 224,640 D(1)
Common Stock 11/18/2020 S 44,640 D $12.2(6)(9) 180,000 D(1)
Common Stock 11/19/2020 S 172,690 D $10.89(7)(9) 7,310 D(1)
Common Stock 11/19/2020 S 7,310 D $11.4(8)(9) 0 D(1)
Common Stock 64,570 D(1)(2)
Common Stock 2,008,182 D(1)(3)
Common Stock 2,072,752 I(1)(4) See footnotes(1)(4)
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*
Warburg Pincus Private Equity IX, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Warburg Pincus Private Equity X O&G, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Warburg Pincus X Partners, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Warburg Pincus X, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Warburg Pincus IX GP L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Warburg Pincus X GP L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WPP GP LLC

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Warburg Pincus Partners, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Warburg Pincus Partners GP LLC

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WARBURG PINCUS & CO.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
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.
5. See Exhibit 99.1; Note 5.
6. See Exhibit 99.1; Note 6.
7. See Exhibit 99.1; Note 7.
8. See Exhibit 99.1; Note 8.
9. See Exhibit 99.1; Note 9.
Remarks:
See Exhibit 99.1 Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures
By: /s/ Robert B. Knauss 11/20/2020
** 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, Inc. [LPI]

 

 

 

Date of Event Requiring Statement:

 

November 18, 2020

 

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 GP L.P., a Delaware limited partnership (“WP IX GP”), is the general partner of WP IX. Warburg Pincus X, L.P., a Delaware limited partnership (“WP X”), is the general partner of each of Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership (“WP X O&G”), and Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”). Warburg Pincus X GP, L.P., a Delaware limited partnership (“WP X GP”), is the general partner of WP X. WPP GP LLC, a Delaware limited liability company (“WPP”), is the general partner of WP IX GP and WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”), is the managing member of WPP. Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WP GP Partners”), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership (“WP”), is the managing member of WP GP Partners (WP X O&G, WP X, WP X Partners, WP X GP, WPP, WP IX GP, WP IX, WP Partners, WP GP Partners, and WP, collectively, the “Warburg Pincus Reporting Persons”).

 

(2) WP X Partners was an existing shareholder of the Company prior to the sale by WP IX reported hereunder (the “Sale”) and currently owns 64,570 shares of Common Stock of the Company.

 

(3) WP X O&G was an existing shareholder of the Company prior to the Sale and currently owns 2,008,182 shares of Common Stock of the Company.

 

(4) By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Warburg Pincus Reporting Persons and certain affiliates may be deemed to be beneficial owners of 2,072,752 shares of Common Stock of the Company held collectively by WP X O&G, WP X Partners and WP IX.

 

(5) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.120 to $12.115 per share, inclusive.

 

(6) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.120 to $12.295 per share, inclusive.

 

(7) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.390 to $11.380 per share, inclusive.

 

(8) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.390 to $11.430 per share, inclusive.

 


 

(9) The Warburg Pincus Reporting Persons undertake to provide, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (5) through (8) to this Form 4.

 

Due to the limitations on the number of Reporting Persons allowed on Form 4, Warburg Pincus LLC, a New York limited liability company (“WP LLC”) and manager of each of WP X O&G, WP X Partners and WP IX, and certain other affiliated funds, who may be deemed to hold beneficial ownership in the shares of Common Stock of the Company, reports such beneficial ownership on a separate Form 4.

 

Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WP IX, WP X O&G and WP X Partners, 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.

 

Solely for the purposes of Section 16 of the Exchange Act, each of WP X O&G, WP X, WP X Partners, WP X GP, WPP, WP IX GP, WP IX, WP Partners, WP GP Partners, and WP may be deemed a director-by-deputization by virtue of James R. Levy, a partner of WP and a managing director of WP LLC, serving as a member of 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 - Joint Filer Information

 

Joint Filers:

 

1. Name:

 

Warburg Pincus Private Equity IX L.P.

Address:

 

450 LEXINGTON AVENUE

 

 

New York, NY 10017

 

 

 

2. Name:

 

Warburg Pincus Private Equity X O&G, L.P.

Address:

 

450 LEXINGTON AVENUE

 

 

New York, NY 10017

 

 

 

3. Name:

 

Warburg Pincus X Partners, L.P.

Address:

 

450 LEXINGTON AVENUE

 

 

New York, NY 10017

 

 

 

4. Name:

 

Warburg Pincus X, L.P.

Address:

 

450 LEXINGTON AVENUE

 

 

New York, NY 10017

 

 

 

5. Name:

 

Warburg Pincus IX GP L.P.

Address:

 

450 LEXINGTON AVENUE

 

 

New York, NY 10017

 

 

 

6. Name:

 

Warburg Pincus X GP L.P.

Address:

 

450 LEXINGTON AVENUE

 

 

New York, NY 10017

 

 

 

7. Name:

 

WPP GP LLC

Address:

 

450 LEXINGTON AVENUE

 

 

New York, NY 10017

 

 

 

8. Name:

 

Warburg Pincus Partners, L.P.

Address:

 

450 LEXINGTON AVENUE

 

 

New York, NY 10017

 

 

 

9. Name:

 

Warburg Pincus Partners GP LLC

Address:

 

450 LEXINGTON AVENUE

 

 

New York, NY 10017

 

 

 

10. Name:

 

Warburg Pincus & Co.

Address:

 

450 LEXINGTON AVENUE

 

 

New York, NY 10017

 


 

Exhibit 99.3 - Joint Filers’ Signatures

 

WARBURG PINCUS PRIVATE EQUITY IX, L.P.

 

By: Warburg Pincus IX GP L.P., its General Partner

 

By: WPP GP LLC, its General Partner

 

By: Warburg Pincus Partners, L.P., its Managing Member

 

By: Warburg Pincus Partners GP LLC, its General Partner

 

By: Warburg Pincus & Co., its Managing Member

 

By:

/s/ Robert B. Knauss

 

Date:

11/20/2020

 

Name: Robert B. Knauss

 

 

 

Title: Partner

 

 


 

WARBURG PINCUS PRIVATE EQUITY X O&G, L.P.

 

By: Warburg Pincus X, L.P., its General Partner

 

By: Warburg Pincus X GP L.P., its General Partner

 

By: WPP GP LLC, its General Partner

 

By: Warburg Pincus Partners, L.P., its Managing Member

 

By: Warburg Pincus Partners GP LLC, its General Partner

 

By: Warburg Pincus & Co., its Managing Member

 

By:

/s/ Robert B. Knauss

 

Date:

11/20/2020

 

Name: Robert B. Knauss

 

 

 

Title: Partner

 

 


 

WARBURG PINCUS X PARTNERS, L.P.

 

By: Warburg Pincus X, L.P., its General Partner

 

By: Warburg Pincus X GP L.P., its General Partner

 

By: WPP GP LLC, its General Partner

 

By: Warburg Pincus Partners, L.P., its Managing Member

 

By: Warburg Pincus Partners GP LLC, its General Partner

 

By: Warburg Pincus & Co., its Managing Member

 

By:

/s/ Robert B. Knauss

 

Date:

11/20/2020

 

Name: Robert B. Knauss

 

 

 

Title: Partner

 

 


 

WARBURG PINCUS X, L.P.

 

By: Warburg Pincus X GP L.P., its General Partner

 

By: WPP GP LLC, its General Partner

 

By: Warburg Pincus Partners, L.P., its Managing Member

 

By: Warburg Pincus Partners GP LLC, its General Partner

 

By: Warburg Pincus & Co., its Managing Member

 

By:

/s/ Robert B. Knauss

 

Date:

11/20/2020

 

Name: Robert B. Knauss

 

 

 

Title: Partner

 

 


 

WARBURG PINCUS IX GP L.P.

 

By: WPP GP LLC, its General Partner

 

By: Warburg Pincus Partners, L.P., its Managing Member

 

By: Warburg Pincus Partners GP LLC, its General Partner

 

By: Warburg Pincus & Co., its Managing Member

 

By:

/s/ Robert B. Knauss

 

Date:

11/20/2020

 

Name: Robert B. Knauss

 

 

 

Title: Partner

 

 


 

WARBURG PINCUS X GP L.P.

 

By: WPP GP LLC, its General Partner

 

By: Warburg Pincus Partners, L.P., its Managing Member

 

By: Warburg Pincus Partners GP LLC, its General Partner

 

By: Warburg Pincus & Co., its Managing Member

 

By:

/s/ Robert B. Knauss

 

Date:

11/20/2020

 

Name: Robert B. Knauss

 

 

 

Title: Partner

 

 


 

WPP GP LLC

 

By: Warburg Pincus Partners, L.P., its Managing Member

 

By: Warburg Pincus Partners GP LLC, its General Partner

 

By: Warburg Pincus & Co., its Managing Member

 

By:

/s/ Robert B. Knauss

 

Date:

11/20/2020

 

Name: Robert B. Knauss

 

 

 

Title: Partner

 

 

WARBURG PINCUS PARTNERS, L.P.

 

By: Warburg Pincus Partners GP LLC, its General Partner

 

By: Warburg Pincus & Co., its Managing Member

 

By:

/s/ Robert B. Knauss

 

Date:

11/20/2020

 

Name: Robert B. Knauss

 

 

 

Title: Partner

 

 


 

WARBURG PINCUS PARTNERS GP LLC

 

By: Warburg Pincus & Co., its Managing Member

 

By:

/s/ Robert B. Knauss

 

Date:

11/20/2020

 

Name: Robert B. Knauss

 

 

 

Title: Partner

 

 

WARBURG PINCUS & CO.

 

By:

/s/ Robert B. Knauss

 

Date:

11/20/2020

 

Name: Robert B. Knauss

 

 

 

Title: Partner

 

 


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