SCHEDULE 13D
(Amendment No. 3)
This Amendment No. 3 (this Amendment) amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the SEC) on March 9, 2015 (as amended and supplemented through the date of this Amendment, the Schedule 13D) and is being filed jointly on behalf of:
(i) Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (WP Private Equity IX), (ii) Warburg Pincus IX GP L.P., a Delaware limited partnership (WP IX GP), (iii) Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership (WP X O&G), (iv) Warburg Pincus X Partners, L.P., a Delaware limited partnership (WP X Partners), (v) Warburg Pincus X, L.P., a Delaware limited partnership (WP X), (vi) Warburg Pincus X GP L.P., a Delaware limited partnership (WP X GP), (vii) WPP GP LLC, a Delaware limited liability company, (viii) Warburg Pincus Partners, L.P., a Delaware limited partnership (WP Partners), (ix) Warburg Pincus Partners GP LLC, a Delaware limited liability company (WP Partners GP), (x) Warburg Pincus & Co., a New York general partnership (WP&Co), (xi) Warburg Pincus LLC, a New York limited liability company (WP LLC), and (xii) Messrs. Charles R. Kaye and Joseph P. Landy (collectively, the Warburg Pincus Reporting Persons). This Amendment relates to shares of common stock, par value $0.01 per share, of Laredo Petroleum, Inc. (the Shares). The name of the issuer is Laredo Petroleum, Inc., a Delaware corporation (f/k/a Laredo Petroleum Holdings, Inc.) (the Issuer). Unless otherwise indicated herein, each capitalized term used but not otherwise defined in this Amendment shall have the meaning ascribed to such term in the Schedule 13D. Except as specifically amended by this Amendment, the Schedule 13D is unchanged.
Item 4. Purpose of the Transaction
Item 4 is hereby amended by inserting the following at the end thereof:
On September 11, 2018, WP Private Equity IX sold an aggregate of 14,200,000 Shares (the Sale) at a price of $7.42 per share in a sale pursuant to Rule 144 under the Securities Act of 1933, as amended.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by replacing it in its entirety with the following:
Immediately following the consummation of the Sale described in Item 4 above, the
Warburg Pincus Reporting Persons listed below have the following beneficial ownership of Shares (percentages are based on 235,151,105 Shares outstanding as of September 11, 2018, as reported in the Issuers Form 10-Q for the period ended June 30, 2018):
(i)
WP Private Equity IX has shared dispositive and voting power over 22,015,078 Shares of the Issuer, representing 9.4% of the outstanding Shares of the Issuer.
(ii)
WP IX GP, by virtue of its status as the general partner of WP Private Equity IX, has shared dispositive and voting power over 22,015,078 Shares, representing
9.4% of the outstanding Shares of the Issuer.
(iii)
WP X O&G has shared dispositive and voting power over 40,167,657 Shares, representing 17.1% of the outstanding Shares of the Issuer.
(iv)
WP X Partners has shared dispositive and voting power over
1,291,411 Shares, representing less than 1% of the outstanding Shares of the Issuer.
(v)
WP X, by virtue of its status as the general partner of WP X O&G and WP X Partners, has shared dispositive and voting power over
41,455,068 Shares, representing 17.6% of the outstanding Shares of the Issuer.
(vi)
WP X GP, by virtue of its status as the general partner of WP X, has shared dispositive and voting power over
41,455,068 Shares, representing 17.6% of the outstanding Shares of the Issuer.
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(vii)
WPP GP LLC, by virtue of its status as the general partner of WP IX GP and WP X GP, has shared dispositive and voting power over
63,470,146 Shares, representing 27.0% of the outstanding Shares of the Issuer.
(viii)
WP Partners, by virtue of its status as the managing member of WPP GP LLC, has shared dispositive and voting power over
63,470,146 Shares, representing 27.0% of the outstanding Shares of the Issuer.
(ix)
WP Partners GP, by virtue of its status as the general partner of WP Partners, has shared dispositive and voting power over
63,470,146 Shares, representing 27.0% of the outstanding Shares of the Issuer.
(x)
WP&Co, by virtue of its status as the managing member of WP Partners GP, has shared dispositive and voting power over
63,470,146 Shares, representing 27.0% of the outstanding Shares of the Issuer.
(xi)
WP LLC, by virtue of its status as manager of
WP Private Equity IX, WP X O&G, and WP X Partners, has shared dispositive and voting power over 63,470,146 Shares, representing 27.0% of the outstanding Shares of the Issuer.
(xii)
Charles R. Kaye, by virtue of his status as
Managing General Partner of WP&Co and Co-Chief Executive Officer and Managing Member of WP LLC, has shared dispositive and voting power over 63,470,146 Shares and sole dispositive and voting power over 69,874(1) Shares, representing in the aggregate 27.0% of the outstanding Shares of the Issuer.
(xiii)
Joseph P. Landy, by virtue of his status as
Managing General Partner of WP&Co and Co-Chief Executive Officer and Managing Member of WP LLC, has shared dispositive and voting power over 63,470,146 Shares and sole dispositive and voting power over 56,344 Shares, representing in the aggregate 27.0% of the outstanding Shares of the Issuer.
Each of the Warburg Pincus Reporting Persons listed in this Item 5(i) through 5(xiii) could be deemed to have beneficial ownership of all of the shares reported in this Schedule 13D; nevertheless, each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of shares in excess of that reported in this Item 5. Each of Messrs. Kaye and Landy disclaims beneficial ownership of the shares of common stock owned by the other Warburg Reporting Persons.
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.
(1) Such 69,874 Shares are held as follows: 56,344 Shares by Charles R. Kaye; 4,510 Shares by The Nicole Kaye 2013 GST Trust; 4,510 Shares by The Sydney Kaye 2013 GST Trust; and 4,510 Shares by The Tyler Kaye 2013 GST Trust.
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