Statement of Changes in Beneficial Ownership (4)
June 04 2020 - 03:56PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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|
1. Name
and Address of Reporting Person * PIGOTT
M. JASON |
2. Issuer Name and Ticker or Trading
Symbol Laredo Petroleum, Inc. [ LPI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
President & CEO |
(Last)
(First)
(Middle)
15 W. 6TH STREET, SUITE 900 |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/3/2020
|
(Street)
TULSA, OK 74119
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ 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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
6/3/2020 |
|
F |
|
6629 (1) |
D |
$17.56 |
99852 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 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 |
Performance Units |
(2) |
|
|
|
|
|
|
2/28/2022 |
(2) |
Common Stock |
29393.0 |
|
29393 |
D |
|
Performance Units |
(3) |
|
|
|
|
|
|
6/3/2022 |
(3) |
Common Stock |
10000.0 |
|
10000 |
D |
|
Performance Units |
(4) |
|
|
|
|
|
|
3/5/2023 |
(4) |
Common Stock |
55253.0 |
|
55253 |
D |
|
Explanation of
Responses: |
(1) |
Represents shares of common
stock withheld by the Issuer to satisfy tax withholding obligations
of the Reporting Person in connection with the vesting of a portion
of restricted shares previously granted to the Reporting Person
under the Issuer's Omnibus Equity Incentive Plan. Share amounts and
price, as applicable, are reflective of the reverse stock split
that became effective on June 1, 2020. |
(2) |
These performance share
units are granted under the Issuer's Omnibus Equity Incentive Plan.
Each performance share unit represents a share of common stock. The
performance share units will be payable, if at all, in common
stock, cash, or a combination of common stock and cash, to be
determined in the discretion of the Issuer's Compensation
Committee, based upon (i) the Issuer's total shareholder return
measured against an industry peer group, (ii) on an absolute share
return basis and (iii) based on a return on average capital
employed metric, over a three-year performance period ending
December 31, 2021. The final number of shares of common stock
earned can range from 0% to 200% of the performance share units.
Share amounts and price, as applicable, are reflective of the
reverse stock split that became effective on June 1,
2020. |
(3) |
These are outperformance
share units that are granted under the Issuer's Omnibus Equity
Incentive Plan as part of an offer of employment. Each
outperformance share unit represents a share of common stock. The
outperformance share units will be payable, if at all, in common
stock, based upon the Issuer's highest 50 consecutive trading day
average closing stock price that occurs over a three-year
performance period ending on June 3, 2022 and will vest in three
equal annual installments beginning on June 3, 2022. The final
number of shares of common stock earned can range from 0 to 50,000
shares. Share amounts and price, as applicable, are reflective of
the reverse stock split that became effective on June 1,
2020. |
(4) |
These performance units are
granted under the Issuer's Omnibus Equity Incentive Plan. The
performance units will be payable, if at all, in cash based upon
(i) the Issuer's total shareholder return measured against an
industry peer group, (ii) on an absolute share return basis and
(iii) based on a return on average capital employed metric, over a
three-year performance period ending December 31, 2022. The final
amount of cash earned is dependent on the performance of the stock
price and the factors identified herein with the performance unit
multiple having a range of 0% to 200%. Share amounts and price, as
applicable, are reflective of the reverse stock split that became
effective on June 1, 2020. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
PIGOTT M. JASON
15 W. 6TH STREET, SUITE 900
TULSA, OK 74119 |
X |
|
President & CEO |
|
Signatures
|
/s/ Mark D. Denny, as attorney-in-fact for M.
Jason Pigott |
|
6/4/2020 |
**Signature of
Reporting Person |
Date |
Laredo Petroleum (NYSE:LPI)
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