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Randy A Foutch

Filed: 2 Oct 19, 8:45am
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
Officer (give title below)XOther (specify below)
Non-Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2019
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 Stock10/01/2019J608,730(1)D$0907,102D
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)10/01/2019J348,49302/28/2022(3)Common Stock348,493$00D
Performance Units(3)10/01/2019J348,21302/16/2021(3)Common Stock348,213$00D
Performance Units(3)10/01/2019J158,43402/17/2020(3)Common Stock158,434$00D
Stock Option (Right to buy)$14.1202/17/201812/30/2019(4)Common Stock59,91359,913D
Stock Option (Right to buy)$14.12(5)10/01/2019(5)Common Stock59,9130D
Stock Option (Right to buy)$4.102/19/201712/30/2019(4)Common Stock232,583232,583D
Stock Option (Right to buy)$4.1(5)10/01/2019(5)Common Stock77,5280D
Stock Option (Right to buy)$11.9302/27/201612/30/2019(4)Common Stock167,904167,904D
Stock Option (Right to buy)$25.602/27/201512/30/2019(4)Common Stock96,04096,040D
Stock Option (Right to buy)$17.3402/15/201412/30/2019(4)Common Stock128,709128,709D
Stock Option (Right to buy)$24.1102/03/201312/30/2019(4)Common Stock62,86862,868D
Explanation of Responses:
1. These restricted shares are forfeited under the Issuer's Omnibus Equity Incentive Plan upon Mr. Foutch's transition from Chief Executive Officer. Mr. Foutch will remain as a Non-Executive Chairman of the Laredo Petroleum, Inc. Board of Directors until the annual meeting of stockholders in May of 2020.
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 forfeited under the Issuer's Omnibus Equity Incentive Plan upon Mr. Foutch's transition from Chief Executive Officer.
4. This stock option was granted under the Issuer's Omnibus Equity Incentive Plan and represents the vested tranches of the grant. Pursuant to the Issuer's Omnibus Equity Incentive Plan, upon Mr. Foutch's transition from Chief Executive Officer, the expiration date for this stock option changed to December 30, 2019.
5. This stock option was granted under the Issuer's Omnibus Equity Incentive Plan and represents the unvested tranches of the grant. The unvested portion of the stock option is forfeited under the Issuer's Omnibus Equity Incentive Plan upon Mr. Foutch's transition from Chief Executive Officer.
Remarks:
/s/ Mark Denny, as attorney-in-fact for Randy A. Foutch10/02/2019
** 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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