|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: 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 | ||||||||
| Series A-1 Preferred Units | $ 0 (1) (2) | 12/19/2011 | J(1)(2) | 58,970,000 | (1)(2) | (1)(2) | Common Stock | 31,981,353 | $ 0 (1) (2) | 0 | I (3) | See footnotes (4) (5) (6) | |||
| Series A-2 Preferred Units | $ 0 (1) (2) | 12/19/2011 | J(1)(2) | 39,370,002 | (1)(2) | (1)(2) | Common Stock | 20,690,977 | $ 0 (1) (2) | 0 | I (3) | See footnotes (4) (5) (7) | |||
| BOE Preferred Units | $ 0 (1) (2) | 12/19/2011 | J(1)(2) | 86,547,514 | (1)(2) | (1)(2) | Common Stock | 49,211,787 | $ 0 (1) (2) | 0 | I (3) | See footnotes (4) (5) (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KAGAN PETER C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | |||
| /s/ Peter R. Kagan | 12/21/2011 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The shares of common stock, $0.01 par value per share (the "Common Stock"), of Laredo Petroleum Holdings, Inc., a Delaware corporation (the "Issuer"), were received in connection with the corporate reorganization (the "Corporate Reorganization") completed prior to the closing of the Issuer's initial public offering described in the prospectus dated December 14, 2011, in which Laredo Petroleum, LLC, a Delaware limited liability company ("Laredo LLC"), merged with the Issuer, with the Issuer being the surviving entity. In accordance with the Second Amended and Restated Limited Liability Company Agreement of Laredo LLC (the "LLC Agreement"), the Warburg Pincus Reporting Persons (as such term is defined below) received Common Stock of the Issuer in exchange for the outstanding preferred equity units of Laredo LLC listed in Table II. |
| (2) | The number of shares of Common Stock of the Issuer that the Warburg Pincus Reporting Persons (as such term is defined below) received was based on the value that such reporting persons would have received under the distribution provisions of the LLC Agreement upon a liquidation of Laredo LLC at a liquidation value determined by reference to the initial public offering price. |
| (3) | The stockholders of Laredo LLC are Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership ("WP IX", and together with an affiliated partnership, the "WP IX Funds"), and Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership (together with an affiliated partnership, the "WP X Funds"). The total number of shares of Common Stock of the Issuer owned by the WP IX Funds is 81,193,140 shares of Common Stock and the total number of shares of Common Stock of the Issuer owned by the WP X Funds is 20,690,977 shares of Common Stock. Together, the WP IX Funds and the WP X Funds own 101,884,117 shares of Common Stock of the Issuer. |
| (4) | Warburg Pincus IX LLC, a New York limited liability company ("WP IX GP''), is the general partner of WP IX. 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 IX GP and 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 IX Funds and 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 (Messrs. Kaye and Landy, together with the WP IX Funds, WP IX GP, the WP X Funds, WP X GP, WP X LLC, WP Partners, WP and WP LLC, the "Warburg Pincus Reporting Persons"). |
| (5) | Mr. Kagan, a director of the Issuer, is a Partner of WP and a Managing Director and Member of WP LLC. Because of Mr. Kagan's affiliation with the Warburg Pincus entities, he may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended) in an indeterminate portion of the shares of Common Stock of the Issuer owned by the WP IX Funds and the WP X Funds. Mr. Kagan disclaims beneficial ownership of all shares of Common Stock of the Issuer in which he does not have a direct pecuniary interest. |
| (6) | Reflects the aggregate number of preferred equity units of Laredo LLC directly owned by the WP IX Funds prior to the exchange of such units on December 19, 2011 pursuant to the Corporate Reorganization. |
| (7) | Reflects the aggregate number of preferred equity units of Laredo LLC directly owned by the WP X Funds prior to the exchange of such units on December 19, 2011 pursuant to the Corporate Reorganization. |