Sec Form 4 Filing - Foutch Randy A @ Laredo Petroleum, Inc. - 2019-02-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Foutch Randy A
2. Issuer Name and Ticker or Trading Symbol
Laredo Petroleum, Inc. [ LPI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
15 W. SIXTH STREET, SUITE 900
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2019
(Street)
TULSA, OK74119
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 02/28/2019 A 348,493 ( 1 ) A $ 3.43 1,515,832 D
Common Stock 451,340 I By Lariat Ranch LLC ( 2 )
Common Stock 90,037 I By Foutch Family Trust A ( 2 )
Common Stock 90,037 I By Foutch Family Trust B ( 2 )
Common Stock 90,037 I By Foutch Family Trust C ( 2 )
Common Stock 90,037 I By Foutch Family Trust D ( 2 )
Common Stock 500 I By Daughter ( 2 )
Common Stock 46,838 I Jeanine 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 Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Units ( 3 ) 02/28/2019 A 348,493 02/28/2022 ( 3 ) Common Stock 348,493 $ 0 348,493 D
Performance Units ( 4 ) 02/16/2021 ( 4 ) Common Stock 348,213 348,213 D
Stock Option (Right to buy) $ 14.12 02/17/2018( 5 ) 02/17/2027 Common Stock 119,826 119,826 D
Performance Units ( 6 ) 02/17/2020 ( 6 ) Common Stock 158,434 158,434 D
Stock Option (Right to buy) $ 4.1 02/19/2017( 5 ) 02/19/2026 Common Stock 310,111 310,111 D
Stock Option (Right to buy) $ 11.93 02/27/2016( 5 ) 02/27/2025 Common Stock 167,904 167,904 D
Stock Option (Right to buy) $ 25.6 02/27/2015( 5 ) 02/27/2024 Common Stock 96,040 96,040 D
Stock Option (Right to buy) $ 17.34 02/15/2014( 5 ) 02/15/2023 Common Stock 128,709 128,709 D
Stock Option (Right to buy) $ 24.11 02/03/2013( 5 ) 02/03/2022 Common Stock 62,868 62,868 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Foutch Randy A
15 W. SIXTH STREET, SUITE 900
TULSA, OK74119
X Chairman & CEO
Signatures
/s/ Kenneth E. Dornblaser as attorney-in-fact for Randy A. Foutch 03/04/2019
Signature of Reporting Person Date
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.

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