X0204 3 2011-12-14 0 0001528129 Laredo Petroleum Holdings, Inc. LPI 0001528258 Warburg Pincus Private Equity X O&G, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001451560 Warburg Pincus X Partners, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001414561 Warburg Pincus X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001414564 Warburg Pincus X LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001322709 Warburg Pincus Partners LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0000929408 WARBURG PINCUS & CO. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001162870 WARBURG PINCUS LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001220638 Landy Joseph P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 Series A-2 Preferred Units Common Stock 20690977 D Series A-2 Preferred Units Common Stock 20690977 I See footnotes The securities underlying the derivative securities reported herein are issuable pursuant to the corporate reorganization (the "Corporate Reorganization") that will be completed concurrently with, or prior to, the closing (the "Closing") of the initial public offering of common stock, $0.01 par value per share (the "Common Stock"), of Laredo Petroleum Holdings, Inc., a Delaware corporation (the "Issuer"), in exchange for the outstanding preferred equity units of Laredo Petroleum, LLC, a Delaware limited liability company ("Laredo LLC"), which units are exchangeable pursuant to the Second Amended and Restated Limited Liability Company Agreement of Laredo LLC upon the Closing based on the pre-offering equity value of such units. The stockholders are Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G"), and its affiliated partnership Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners", and together with WP X O&G, the "WP X Funds"). The total number of shares of Common Stock of the Issuer that will be owned by the WP X Funds upon the Corporate Reorganization discussed in Footnote 1 is 20,690,977 shares of Common Stock, of which 20,049,557 shares of Common Stock will be owned by WP X O&G and 641,420 shares of Common Stock will be owned by WP X Partners. WP X Partners will own less than 1% of the Common Stock of the Issuer outstanding after the offering. Warburg Pincus X, L.P., a Delaware limited partnership (''WP X GP''), is the general partner of the WP X Funds. Warburg Pincus X LLC, a Delaware limited liability company (''WP X LLC''), is the general partner of WP X GP. Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners"), is the sole member of WP X LLC. Warburg Pincus & Co., a New York general partnership (''WP''), is the managing member of WP Partners. Warburg Pincus LLC, a New York limited liability company (''WP LLC''), manages the WP X Funds. Charles R. Kaye and Joseph P. Landy are the Managing General Partners of WP and the Co-Presidents and Managing Members of WP LLC and may be deemed to control the WP X Funds, WP X GP, WP X LLC, WP Partners, WP and WP LLC (together with Messrs. Kaye and Landy, the "Warburg Pincus Reporting Persons"). By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), WP X GP, WP X LLC, WP Partners, WP, WP LLC and Messrs. Kaye and Landy may be deemed to be beneficial owners of the 20,690,977 shares of Common Stock of the Issuer held by the WP X Funds. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than the WP X Funds, herein states that this Form 3 shall not be deemed an admission that it or he is the beneficial owner of any of the shares of Common Stock of the Issuer reported in this Form 3. Each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of the Common Stock of the Issuer, except to the extent it or he has a pecuniary interest in such shares of Common Stock. * Power of Attorney given by Mr. Kaye was previously filed with the U.S. Securites and Exchange Commission (the "SEC") on March 2, 2006 as an exhibit to the Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. ** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006 as an exhibit to the Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. *** Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. **** Solely for the purposes of Section 16 of the Exchange Act, each of the WP X Funds, WP X GP, WP X LLC, WP Partners, and WP may be deemed a director-by-deputization by virtue of their contractual right to nominate a representative to serve on the board of directors of the Issuer. Messrs. Peter R. Kagan and James R. Levy became directors of the Issuer in July 2007 and May 2007, respectively, and have been associated with WP and WP LLC since 1997 and 2006, respectively. /s/ Scott A. Arenare, Partner of Warburg Pincus & Co., as managing member of Warburg Pincus Partners LLC, as sole member of Warburg Pincus X LLC, as general partner of Warburg Pincus X, L.P., as general partner of Warburg Pincus Private Equity X O&G, LP 2011-12-14 /s/ Scott A. Arenare, Partner of Warburg Pincus & Co., as managing member of Warburg Pincus Partners LLC, as sole member of Warburg Pincus X LLC, as general partner of Warburg Pincus X, L.P., as general partner of Warburg Pincus X Partners, L.P 2011-12-14 /s/ Scott A. Arenare, Partner of Warburg Pincus & Co., as managing member of Warburg Pincus Partners LLC, as sole member of Warburg Pincus X LLC, as general partner of Warburg Pincus X, L.P. 2011-12-14 /s/ Scott A. Arenare, Partner of Warburg Pincus & Co., as managing member of Warburg Pincus Partners LLC, as sole member of Warburg Pincus X LLC 2011-12-14 /s/ Scott A. Arenare, Partner of Warburg Pincus & Co., as managing member of Warburg Pincus Partners LLC 2011-12-14 /s/ Scott A. Arenare, Partner of Warburg Pincus & Co. 2011-12-14 /s/ Scott A. Arenare, Member and Managing Director of Warburg Pincus LLC 2011-12-14 /s/ Scott A. Arenare, as attorney-in-fact for Charles R. Kaye* 2011-12-14 /s/ Scott A. Arenare, as attorney-in-fact for Joseph P. Landy** 2011-12-14