Statement of Changes in Beneficial Ownership (4)
February 24 2022 - 4:43PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Denny Mark David |
2. Issuer Name and Ticker or Trading Symbol
Laredo Petroleum, Inc.
[
LPI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Gen. Counsel & Secretary |
(Last)
(First)
(Middle)
15 W. 6TH STREET, SUITE 900 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/22/2022 |
(Street)
TULSA, OK 74119
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/22/2022 | | A | | 6763 (1) | A | $67.02 | 27421 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | Performance Units | 3766.0 | | 3766 | D | |
Performance Units | (3) | | | | | | | 3/5/2023 | (3) | Performance Units | 11878.0 | | 11878 | D | |
Performance Units | (4) | | | | | | | 3/9/2024 | (4) | Performance Units | 11419.0 | | 11419 | D | |
Performance Units | (5) | 2/22/2022 | | A | | 6763 | | 2/22/2025 | (5) | Performance Units | 6763.0 | $0 | 6763 | D | |
Stock Option (Right to buy) | $82.0 | | | | | | | 2/19/2017 (6) | 2/19/2026 | Common Stock | 1338.0 | | 1338 | D | |
Stock Option (Right to buy) | $282.4 | | | | | | | 2/17/2018 (6) | 2/17/2027 | Common Stock | 504.0 | | 504 | D | |
Explanation of Responses: |
(1) | These restricted shares are granted under the Issuer's Omnibus Equity Incentive Plan and will vest in three equal annual installments beginning on the first anniversary date of the grant. |
(2) | These performance units are granted under the Issuer's Omnibus Equity Incentive Plan. Each performance unit represents a share of common stock. The performance 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 units. |
(3) | 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%. |
(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, (iii) earnings before interest, taxes, depreciation, amortization and exploration expense divided by three-year total debt reduction and (iv) growth in inventory, over a three-year performance period ending December 31, 2023. 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 225%. |
(5) | These performance units are granted under the Issuer's Omnibus Equity Incentive Plan. Each performance unit represents a share of common stock. The performance 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, (iii) earnings before interest, taxes, depreciation, amortization and exploration expense divided by three-year total debt reduction, (iv) growth in inventory and (v) emissions reduction over a three-year performance period ending December 31, 2024. The final number of shares of common stock or cash earned is dependent on the performance of the stock price and the factors identified herein with the performance unit multiple having a range from 0% to 225%. |
(6) | This stock option was granted under the Issuer's Omnibus Equity Incentive Plan and is exercisable as to 25% on each of the first four anniversaries of the date of the grant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Denny Mark David 15 W. 6TH STREET, SUITE 900 TULSA, OK 74119 |
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| SVP, Gen. Counsel & Secretary |
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Signatures
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/s/ Mark D. Denny | | 2/24/2022 |
**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 control number. |
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