SCHEDULE 13D
(Amendment No. 5)
This Amendment No. 5 (this Amendment) amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the SEC) on September 27, 2018 (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), and (xi) Warburg Pincus LLC, a New York limited liability company (WP LLC). 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 5. Interest in Securities of the Issuer
Item 5 is hereby amended by replacing it in its entirety with the following:
The Warburg Pincus Reporting Persons listed below have the following beneficial ownership of Shares (percentages are based on 237,133,539 shares of common stock outstanding as of November 4, 2019, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2019):
(i) WP Private Equity IX has shared dispositive and voting power over 9,715,078 Shares of the Issuer, representing 4.1% 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 9,715,078 Shares, representing 4.1% of the outstanding Shares of the Issuer.
(iii) WP X O&G has shared dispositive and voting power over 40,163,657 Shares, representing 16.9% 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 17.5% 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 17.5% of the outstanding Shares of the Issuer.
(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 51,170,146 Shares, representing 21.6% 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 51,170,146 Shares, representing 21.6% 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 51,170,146 Shares, representing 21.6% 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 51,170,146 Shares, representing 21.6% 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 51,170,146 Shares, representing 21.6% of the outstanding Shares of the Issuer.
(xii) Charles R. Kaye has sole dispositive and voting power over 0 Shares, representing in the aggregate 0% of the outstanding Shares of the Issuer.
(xiii) Joseph P. Landy has sole dispositive and voting power over 56,344 Shares, representing in the aggregate less than 1% of the outstanding Shares of the Issuer.
Each of the Warburg Pincus Reporting Persons listed in this Item 5(i) through 5(xi) 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. Investment and voting decisions with respect to the Shares held by the Warburg Pincus Reporting Persons are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares held by the Reporting Persons. As of January 31, 2020, as a result of the establishment of the committee of three or more individuals described in this Item 5 of this Amendment No. 5, the ownership of Charles R. Kaye and Joseph P. Landy each ceased to constitute beneficial ownership of more than five percent of the Shares. The filing of this Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an exit filing for Mr. Kaye and Mr. Landy.
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.
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