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Randy A Foutch

Filed: 4 Mar 19, 5:41pm
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Foutch Randy A

(Last)(First)(Middle)
15 W. SIXTH STREET, SUITE 900

(Street)
TULSAOK74119

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Laredo Petroleum, Inc. [ LPI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8)4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock02/28/2019A348,493(1)A$3.431,515,832D
Common Stock451,340IBy Lariat Ranch LLC(2)
Common Stock90,037IBy Foutch Family Trust A(2)
Common Stock90,037IBy Foutch Family Trust B(2)
Common Stock90,037IBy Foutch Family Trust C(2)
Common Stock90,037IBy Foutch Family Trust D(2)
Common Stock500IBy Daughter(2)
Common Stock46,838IJeanine Marie Foutch Revocable Trust(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)2. Conversion or Exercise Price of Derivative Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction 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 (Month/Day/Year)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: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Units(3)02/28/2019A348,49302/28/2022(3)Common Stock348,493$0348,493D
Performance Units(4)02/16/2021(4)Common Stock348,213348,213D
Stock Option (Right to buy)$14.1202/17/2018(5)02/17/2027Common Stock119,826119,826D
Performance Units(6)02/17/2020(6)Common Stock158,434158,434D
Stock Option (Right to buy)$4.102/19/2017(5)02/19/2026Common Stock310,111310,111D
Stock Option (Right to buy)$11.9302/27/2016(5)02/27/2025Common Stock167,904167,904D
Stock Option (Right to buy)$25.602/27/2015(5)02/27/2024Common Stock96,04096,040D
Stock Option (Right to buy)$17.3402/15/2014(5)02/15/2023Common Stock128,709128,709D
Stock Option (Right to buy)$24.1102/03/2013(5)02/03/2022Common Stock62,86862,868D
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. 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 406,986 shares of common stock of the Issuer held by the Foutch Family Trusts and the Jeanine Marie Foutch Revocable Trust, 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.
3. 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, 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 granted can range from 0% to 200% of the performance share units.
4. 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 (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, 2020. The final number of shares of common stock granted can range from 0% to 200% of the performance share units.
5. 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.
6. 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 shareholder 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.
Remarks:
/s/ Kenneth E. Dornblaser as attorney-in-fact for Randy A. Foutch03/04/2019
** Signature of Reporting PersonDate
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).
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