The information required on the remainder of this cover
page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject
to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 516806106
|
|
1.
|
Name of Reporting Person
WPP GP LLC
I.R.S. Identification Nos. of above persons (entities only)
47-2029791
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
x
|
|
(b)
|
¨
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
N/A
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
Not applicable
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
|
|
|
8.
|
Shared Voting Power
0
|
|
|
|
9.
|
Sole Dispositive Power
|
|
|
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 516806106
|
|
1.
|
Name of Reporting Person
Warburg Pincus Partners, L.P.
I.R.S. Identification Nos. of above persons (entities only)
13-4069737
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
x
|
|
(b)
|
¨
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
N/A
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
Not applicable
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
|
|
|
8.
|
Shared Voting Power
0
|
|
|
|
9.
|
Sole Dispositive Power
|
|
|
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 516806106
|
|
1.
|
Name of Reporting Person
Warburg Pincus Partners GP LLC
I.R.S. Identification Nos. of above persons (entities only)
47-1971658
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
x
|
|
(b)
|
¨
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
N/A
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
Not applicable
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
|
|
|
8.
|
Shared Voting Power
0
|
|
|
|
9.
|
Sole Dispositive Power
|
|
|
|
10
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 516806106
|
|
1.
|
Name of Reporting Person
Warburg Pincus & Co.
I.R.S. Identification Nos. of above persons (entities only)
13-6358475
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
x
|
|
(b)
|
¨
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
N/A
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
Not applicable
|
|
6.
|
Citizenship or Place of Organization
New York
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
|
|
|
8.
|
Shared Voting Power
0
|
|
|
|
9.
|
Sole Dispositive Power
|
|
|
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 516806106
|
|
1.
|
Name of Reporting Person
Warburg Pincus X, L.P.
I.R.S. Identification Nos. of above persons (entities
only)
26-0403670
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
x
|
|
(b)
|
¨
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
N/A
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
Not applicable
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
|
|
|
8.
|
Shared Voting Power
0
|
|
|
|
9.
|
Sole Dispositive Power
|
|
|
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 516806106
|
|
1.
|
Name of Reporting Person
Warburg Pincus X GP L.P.
I.R.S. Identification Nos. of above persons (entities only)
26-0403605
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
x
|
|
(b)
|
¨
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
N/A
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
Not applicable
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
|
|
|
8.
|
Shared Voting Power
0
|
|
|
|
9.
|
Sole Dispositive Power
|
|
|
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 516806106
|
|
1.
|
Name of Reporting Person
Warburg Pincus X Partners, L.P.
I.R.S. Identification Nos. of above persons (entities only)
26-0869910
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
x
|
|
(b)
|
¨
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
N/A
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
Not applicable
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
|
|
|
8.
|
Shared Voting Power
0
|
|
|
|
9.
|
Sole Dispositive Power
|
|
|
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 516806106
|
|
1.
|
Name of Reporting Person
Warburg Pincus Private Equity X O&G, L.P.
I.R.S. Identification Nos. of above persons (entities only)
26-3605628
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
x
|
|
(b)
|
¨
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
N/A
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
Not applicable
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
|
|
|
8.
|
Shared Voting Power
0
|
|
|
|
9.
|
Sole Dispositive Power
|
|
|
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 516806106
|
|
1.
|
Name of Reporting Person
Warburg Pincus LLC
I.R.S. Identification Nos. of above persons (entities only)
13-3536050
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
x
|
|
(b)
|
¨
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
N/A
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
Not applicable
|
|
6.
|
Citizenship or Place of Organization
New York
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
|
|
|
8.
|
Shared Voting Power
0
|
|
|
|
9.
|
Sole Dispositive Power
|
|
|
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
SCHEDULE 13D
(Amendment No. 7)
This Amendment No. 7 (this “Amendment”)
amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on November
24, 2020 (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 X O&G, L.P., a Delaware limited partnership (“WP X O&G”),
(ii) Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”), (iii) Warburg Pincus
X, L.P., a Delaware limited partnership (“WP X”), (iv) Warburg Pincus X GP L.P., a Delaware limited partnership
(“WP X GP”), (v) WPP GP LLC, a Delaware limited liability company, (vi) Warburg Pincus Partners, L.P., a
Delaware limited partnership (“WP Partners”), (vii) Warburg Pincus Partners GP LLC, a Delaware limited liability
company (“WP Partners GP”), (viii) Warburg Pincus & Co., a New York general partnership (“WP&Co”),
and (ix) 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 12,003,806 shares of common stock outstanding
as of November 2, 2020, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission
on November 5, 2020):
(i) WP X O&G has shared dispositive
and voting power over 0 Shares, representing 0% of the outstanding Shares of the Issuer.
(ii) WP X Partners has shared dispositive
and voting power over 0 Shares, representing 0% of the outstanding Shares of the Issuer.
(iii) 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 0 Shares, representing 0%
of the outstanding Shares of the Issuer.
(iv) WP X GP, by virtue of its status
as the general partner of WP X, has shared dispositive and voting power over 0 Shares, representing 0% of the outstanding Shares
of the Issuer.
(v) 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 0 Shares, representing 0% of the outstanding
Shares of the Issuer.
(vi) WP Partners, by virtue of its
status as the managing member of WPP GP LLC, has shared dispositive and voting power over 0 Shares, representing 0% of the outstanding
Shares of the Issuer.
(vii) WP Partners GP, by virtue of
its status as the general partner of WP Partners, has shared dispositive and voting power over 0 Shares, representing 0% of the
outstanding Shares of the Issuer.
(viii) WP&Co, by virtue of its
status as the managing member of WP Partners GP, has shared dispositive and voting power over 0 Shares, representing 0% of the
outstanding Shares of the Issuer.
(ix) WP LLC, by virtue of its status
as manager of WP X O&G and WP X Partners, has shared dispositive and voting power over 0 Shares, representing 0% of the outstanding
Shares of the Issuer.
As of November 30, 2020, as a result of
the sale of Shares of the Issuer by WP X O&G and WP X Partners, the ownership of each of the Warburg Pincus Reporting Persons
ceased to constitute beneficial ownership of any of the Shares. The filing of this Amendment No. 7 represents the final amendment
to the Schedule 13D and constitutes an exit filing for each of the Warburg Pincus 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.
On November 24, 2020, WP X O&G sold
629,580 Shares in open market broker transactions pursuant to Rule 144 at a weighted average price of $11.5091 per Share. Such
Shares were sold in multiple transactions at prices ranging from $11.33 to $12.60. Each of the Warburg Pincus Reporting Persons
undertakes to provide, upon request, full information regarding the number of Shares sold at each separate price within such range.
On November 24, 2020, WP X Partners sold
20,150 Shares in open market broker transactions pursuant to Rule 144 at a weighted average price of $11.5091 per Share. Such Shares
were sold in multiple transactions at prices ranging from $11.33 to $12.60. Each of the Warburg Pincus Reporting Persons undertakes
to provide, upon request, full information regarding the number of Shares sold at each separate price within such range.
On November 25, 2020, WP X O&G sold
124,987 Shares in open market broker transactions pursuant to Rule 144 at a weighted average price of $12.0923 per Share. Such
Shares were sold in multiple transactions at prices ranging from $11.40 to $12.44. Each of the Warburg Pincus Reporting Persons
undertakes to provide, upon request, full information regarding the number of Shares sold at each separate price within such range.
On
November 25, 2020, WP X Partners sold 3,998 Shares in open market broker transactions pursuant to Rule 144 at a weighted
average price of $12.0923 per Share. Such Shares were sold in multiple transactions at prices ranging from $11.40 to $12.44. Each
of the Warburg Pincus Reporting Persons undertakes to provide, upon request, full information regarding the number of Shares sold
at each separate price within such range.
On November 30, 2020, WP X O&G sold
395,766 Shares in open market broker transactions pursuant to Rule 144 at a weighted average price of $12.0061 per Share. Such
Shares were sold in multiple transactions at prices ranging from $11.90 to $12.22. Each of the Warburg Pincus Reporting Persons
undertakes to provide, upon request, full information regarding the number of Shares sold at each separate price within such range.
On November 30, 2020, WP X Partners sold
12,986 Shares in open market broker transactions pursuant to Rule 144 at a weighted average price of $12.0061 per Share. Such Shares
were sold in multiple transactions at prices ranging from $11.90 to $12.22. Each of the Warburg Pincus Reporting Persons undertakes
to provide, upon request, full information regarding the number of Shares sold at each separate price within such range.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 4, 2020
|
|
|
|
|
|
|
WPP GP LLC
|
|
By: Warburg Pincus Partners, L.P., its managing member
|
|
By: Warburg Pincus Partners GP LLC, its general partner
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name:
|
Robert B. Knauss
|
|
Title:
|
Partner
|
|
|
|
|
|
|
|
WARBURG PINCUS PARTNERS, L.P.
|
|
By: Warburg Pincus Partners GP LLC, its general partner
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name:
|
Robert B. Knauss
|
|
Title:
|
Partner
|
|
|
|
|
|
|
|
WARBURG PINCUS PARTNERS GP LLC
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name:
|
Robert B. Knauss
|
|
Title:
|
Partner
|
|
|
|
|
|
|
|
WARBURG PINCUS & CO.
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name:
|
Robert B. Knauss
|
|
Title:
|
Partner
|
Dated: December 4, 2020
|
|
|
|
|
|
|
WARBURG PINCUS X, L.P.
|
|
By: Warburg Pincus X GP L.P., its general partner
|
|
By: WPP GP LLC, its general partner
|
|
By: Warburg Pincus Partners, L.P., its managing member
|
|
By: Warburg Pincus Partners GP LLC, its general partner
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name:
|
Robert B. Knauss
|
|
Title:
|
Partner
|
|
|
|
|
|
|
|
WARBURG PINCUS X GP L.P.
|
|
By: WPP GP LLC, its general partner
|
|
By: Warburg Pincus Partners, L.P., its managing member
|
|
By: Warburg Pincus Partners GP LLC, its general partner
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name:
|
Robert B. Knauss
|
|
Title:
|
Partner
|
Dated: December 4, 2020
|
|
|
|
|
|
|
WARBURG PINCUS X PARTNERS, L.P.
|
|
By: Warburg Pincus X, L.P., its general partner
|
|
By: Warburg Pincus X GP L.P., its general partner
|
|
By: WPP GP LLC, its general partner
|
|
By: Warburg Pincus Partners, L.P., its managing member
|
|
By: Warburg Pincus Partners GP LLC, its general partner
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name:
|
Robert B. Knauss
|
|
Title:
|
Partner
|
|
|
|
|
|
|
|
WARBURG PINCUS PRIVATE EQUITY X O&G, L.P.
|
|
By: Warburg Pincus X, L.P., its general partner
|
|
By: Warburg Pincus X GP L.P., its general partner
|
|
By: WPP GP LLC, its general partner
|
|
By: Warburg Pincus Partners, L.P., its managing member
|
|
By: Warburg Pincus Partners GP LLC, its general partner
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name:
|
Robert B. Knauss
|
|
Title:
|
Partner
|
Dated: December 4, 2020
|
|
|
|
|
|
|
WARBURG PINCUS LLC
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name:
|
Robert B. Knauss
|
|
Title:
|
Managing Director
|