SEC Form 4 · accession 0001528129-19-000021
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
Feb 15, 2019
Accepted (ET)
Feb 20, 2019 · 6:12 pm EST
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 StockF1 | Feb 15, 2019 | F | 72,988 | $3.86 | D | 1,194,734 | D | |
| Common StockF1 | Feb 19, 2019 | F | 27,395 | $3.76 | D | 1,167,339 | D | |
| Common StockF2 | Feb 19, 2019 | M | 0 | $0.00 | A | 1,167,339 | D | |
| Common StockF3 | holding | — | — | — | 451,340 | I | By Lariat Ranch LLC | |
| Common StockF3 | holding | — | — | — | 90,037 | I | By Foutch Family Trust A | |
| Common StockF3 | holding | — | — | — | 90,037 | I | By Foutch Family Trust B | |
| Common StockF3 | holding | — | — | — | 90,037 | I | By Foutch Family Trust C | |
| Common StockF3 | holding | — | — | — | 90,037 | I | By Foutch Family Trust D | |
| Common StockF3 | holding | — | — | — | 500 | I | By Daughter | |
| Common Stock | holding | — | — | — | 46,838 | I | Jeanine Marie Foutch Revocable Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance UnitsF2 | — | Feb 19, 2019 | M | 0 | A | Feb 19, 2019 | — | Common Stock | 0 | 0 | D |
| Performance UnitsF4 | — | holding | — | — | — | Feb 16, 2021 | — | Common Stock | 348,213 | 348,213 | D |
| Stock Option (Right to buy)F5 | $14.12 | holding | — | — | — | Feb 17, 2018 | Feb 17, 2027 | Common Stock | 119,826 | 119,826 | D |
| Performance UnitsF6 | — | holding | — | — | — | Feb 17, 2020 | — | Common Stock | 158,434 | 158,434 | D |
| Stock Option (Right to buy)F5 | $4.10 | holding | — | — | — | Feb 19, 2017 | Feb 19, 2026 | Common Stock | 310,111 | 310,111 | D |
| Stock Option (Right to buy)F5 | $11.93 | holding | — | — | — | Feb 27, 2016 | Feb 27, 2025 | Common Stock | 167,904 | 167,904 | D |
| Stock Option (Right to buy)F5 | $25.60 | holding | — | — | — | Feb 27, 2015 | Feb 27, 2024 | Common Stock | 96,040 | 96,040 | 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
- F1Represents 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.
- F2The performance share units were granted under the Issuer's Omnibus Equity Incentive Plan and were originally reported on a Form 4 filed by the Issuer on May 27, 2016. Each performance unit represented a share of common stock. The performance units vested on February 19, 2019, and became payable 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. Based on the actual market criteria, 0% of the 388,817 performance units were issued, resulting in the issuance of 0 shares of common stock.
- F3By 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 406,986 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.
- F4These 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.
- 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, 2019. The final number of shares of common stock granted can range from 0% to 200% of the performance share units.