SEC Form 4 · accession 0001528129-16-000249

Laredo Petroleum, Inc. · LPI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Randy A Foutch

Officer — Chairman & CEO · Director

Period of report

May 25, 2016

Accepted (ET)

May 27, 2016 · 9:07 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001528129

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	May 25, 2016	A	194,408	$12.36	A	837,931	D
Common Stock^F2	holding	—	—		—	90,037	I	By Foutch Family Trust A
Common Stock^F2	holding	—	—		—	90,037	I	By Foutch Family Trust B
Common Stock^F2	holding	—	—		—	90,037	I	By Foutch Family Trust C
Common Stock^F2	holding	—	—		—	90,037	I	By Foutch Family Trust D
Common Stock^F2	holding	—	—		—	500	I	By Daughter
Common Stock^F2	holding	—	—		—	450,928	I	By Lariat Ranch LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to buy)^F3	$4.10	May 25, 2016	A	310,111	A	Feb 19, 2017	Feb 19, 2026	Common Stock	310,111	310,111	D
Performance Units^F4	—	May 25, 2016	A	388,817	A	Dec 31, 2018	—	Common Stock	388,817	388,817	D
Stock Option (Right to buy)^F5	$11.93	holding	—	—	—	Feb 27, 2016	Feb 27, 2025	Common Stock	167,904	167,904	D
Performance Units^F6	—	holding	—	—	—	Dec 31, 2017	—	Common Stock	160,159	160,159	D
Stock Option (Right to buy)^F5	$25.60	holding	—	—	—	Feb 27, 2015	Feb 27, 2024	Common Stock	96,040	96,040	D
Performance Units^F7	—	holding	—	—	—	Dec 31, 2016	—	Common Stock	77,620	77,620	D
Stock Option (Right to buy)^F5	$17.34	holding	—	—	—	Feb 15, 2014	Feb 15, 2023	Common Stock	128,709	128,709	D
Stock Option (Right to buy)^F5	$24.11	holding	—	—	—	Feb 3, 2013	Feb 3, 2022	Common Stock	62,868	62,868	D

Explanation of responses

F1On February 19, 2016, the compensation committee of the Issuer's board of directors approved this grant to the Reporting Person, subject to and contingent upon approval by the Issuer's stockholders of an amendment to the Omnibus Equity Incentive Plan at the Issuer's 2016 annual meeting of stockholders to, among other things, increase the number of shares authorized for issuance thereunder. On May 25, 2016, the Issuer's stockholders approved such amendment. These restricted shares are granted under the Issuer's Omnibus Equity Incentive Plan and will vest in three equal annual installments on February 19, 2017, February 19, 2018 and February 19, 2019.
F2By 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 380,148 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.
F3On February 19, 2016, the compensation committee of the Issuer's board of directors approved this grant to the Reporting Person, subject to and contingent upon approval by the Issuer's stockholders of an amendment to the Omnibus Equity Incentive Plan at the Issuer's 2016 annual meeting of stockholders to, among other things, increase the number of shares authorized for issuance thereunder. On May 25, 2016, the Issuer's stockholders approved such amendment. This stock option is granted under the Issuer's Omnibus Equity Incentive Plan and is exercisable as to 25% on each of February 19, 2017, February 19, 2018, February 19, 2019 and February 19, 2020.
F4On February 19, 2016, the compensation committee of the Issuer's board of directors approved this grant to the Reporting Person, subject to and contingent upon approval by the Issuer's stockholders of an amendment to the Omnibus Equity Incentive Plan at the Issuer's 2016 annual meeting of stockholders to, among other things, increase the number of shares authorized for issuance thereunder. On May 25, 2016, the Issuer's stockholders approved such amendment. 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.
F5This 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.
F6These 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.
F7These 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, 2016. The final number of shares of common stock granted can range from 0% to 200% of the performance share units.