Statement of Changes in Beneficial Ownership (4)
February 21 2018 - 2:16PM
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).
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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
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
*
Foutch Randy A
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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)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman & CEO
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(Last)
(First)
(Middle)
15 W. SIXTH STREET, SUITE 900
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/16/2018
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(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
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2/16/2018
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D
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10581
(1)
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D
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$0
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898731
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D
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Common Stock
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2/16/2018
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A
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348213
(2)
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A
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$8.36
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1246944
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D
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Common Stock
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2/16/2018
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A
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104469
(3)
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A
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$8.36
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1351413
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D
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Common Stock
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2/16/2018
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D
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25692
(1)
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D
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$0
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1325721
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D
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Common Stock
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451340
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I
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By Lariat Ranch LLC
(4)
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Common Stock
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90037
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I
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By Foutch Family Trust A
(5)
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Common Stock
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90037
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I
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By Foutch Family Trust B
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Common Stock
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90037
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I
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By Foutch Family Trust C
(5)
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Common Stock
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90037
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I
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By Foutch Family Trust D
(6)
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Common Stock
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500
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I
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By Daughter
(4)
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance Units
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(7)
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2/16/2018
(7)
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A
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348213
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2/16/2021
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(7)
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Performance Units
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348213.0
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$0
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348213
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D
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Stock Option (Right to buy)
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$14.12
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2/17/2018
(8)
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2/17/2027
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Common Stock
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119826.0
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119826
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D
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Performance Units
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(9)
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2/17/2020
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(9)
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Common Stock
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158434.0
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158434
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D
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Stock Option (Right to buy)
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$4.1
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2/19/2017
(8)
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2/19/2026
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Common Stock
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310111.0
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310111
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D
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Performance Units
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(10)
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2/19/2019
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(10)
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Common Stock
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388817.0
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388817
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D
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Stock Option (Right to buy)
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$11.93
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2/27/2016
(8)
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2/27/2025
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Common Stock
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167904.0
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167904
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D
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Performance Units
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(11)
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2/27/2018
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(11)
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Common Stock
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160159.0
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160159
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D
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Stock Option (Right to buy)
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$25.6
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2/27/2015
(8)
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2/27/2024
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Common Stock
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96040.0
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96040
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D
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Stock Option (Right to buy)
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$17.34
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2/15/2014
(8)
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2/15/2023
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Common Stock
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128709.0
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128709
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D
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Stock Option (Right to buy)
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$24.11
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2/3/2013
(8)
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2/3/2022
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Common Stock
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62868.0
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62868
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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(3)
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These restricted shares are granted under the Issuer's Omnibus Equity Incentive Plan and will vest one year after the date of the grant.
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(4)
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By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Foutch may be deemed to be a beneficial owner of the 360,148 shares of common stock of the Issuer held by the Foutch Family Trusts, the 500 shares of common stock of the Issuer held by his daughter and the 451,340 shares of common stock held by Lariat Ranch LLC. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Mr. Foutch herein states that this Form 4 shall not be deemed an admission that he is the beneficial owner of such shares of common stock. Mr. Foutch disclaims beneficial ownership of the common stock of the Issuer, except to the extent that he has a pecuniary interest in such shares of common stock.
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(5)
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By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Foutch may be deemed to be a beneficial owner of the 400,148 shares of common stock of the Issuer held by the Foutch Family Trusts, the 500 shares of common stock of the Issuer held by his daughter and the 450,474 shares of common stock held by Lariat Ranch LLC. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Mr. Foutch herein states that this Form 4 shall not be deemed an admission that he is the beneficial owner of such shares of common stock. Mr. Foutch disclaims beneficial ownership of the common stock of the Issuer, except to the extent that he has a pecuniary interest in such shares of common stock.
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(6)
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By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Foutch may be deemed to be a beneficial owner of the 360,148 shares of common stock of the Issuer held by the Foutch Family Trusts, the 500 shares of common stock of the Issuer held by his daughter and the 450,928 shares of common stock held by Lariat Ranch LLC. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Mr. Foutch herein states that this Form 4 shall not be deemed an admission that he is the beneficial owner of such shares of common stock. Mr. Foutch disclaims beneficial ownership of the common stock of the Issuer, except to the extent that he has a pecuniary interest in such shares of common stock.
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(7)
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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, based upon the Issuer's total shareholders return measured (i) 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, 2020. The final number of shares of common stock granted can range from 0% to 200% of the performance share units.
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(8)
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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.
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(9)
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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, based upon the Issuer's total shareholders return measured against an industry peer group, over a three year performance period ending December 31, 2019. The final number of shares of common stock granted can range from 0% to 200% of the performance share units.
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(10)
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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, based upon the Issuer's total shareholders return measured against an industry peer group, over a three year performance period ending December 31, 2018. The final number of shares of common stock granted can range from 0% to 200% of the performance share units.
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(11)
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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, based upon the Issuer's total shareholders return measured against an industry peer group, over a three year performance period ending December 31, 2017. The final number of shares of common stock granted can range from 0% to 200% of the performance share units.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Foutch Randy A
15 W. SIXTH STREET, SUITE 900
TULSA, OK 74119
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X
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Chairman & CEO
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Signatures
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/s/ Kenneth E. Dornblaser as attorney-in-fact for Randy A. Foutch
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2/21/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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