SEC Form 4
FORM 4 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
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*
KAGAN PETER

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Laredo Petroleum Holdings, Inc. [ LPI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form 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)
Code V Amount (A) or (D) Price
Common Stock 08/20/2012 A 446(1) A $22.41(1) 12,412 D
Common Stock 101,884,117 I(2) See footnotes(3)(4)
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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These restricted shares are granted under the Issuer's 2011 Omnibus Equity Incentive Plan in lieu of cash payments for director fees at the election of the director.
2. The stockholders of the Issuer are Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership ("WP IX", and together with an affiliated partnership, the "WP IX Funds"), and Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership (together with an affiliated partnership, the "WP X Funds"). The total number of shares of Common Stock of the Issuer owned by the WP IX Funds is 81,193,140 shares of Common Stock and the total number of shares of Common Stock of the Issuer owned by the WP X Funds is 20,690,977 shares of Common Stock. Together, the WP IX Funds and the WP X Funds own 101,884,117 shares of Common Stock of the Issuer.
3. Warburg Pincus IX LLC, a New York limited liability company (''WP IX GP''), is the general partner of WP IX. 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 IX GP and 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 IX Funds and 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.
4. Mr. Kagan, a director of the Issuer, is a Partner of WP and a Managing Director and Member of WP LLC. Because of Mr. Kagan's affiliation with the Warburg Pincus entities, he may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended) in an indeterminate portion of the shares of Common Stock of the Issuer owned by the WP IX Funds and the WP X Funds. Mr. Kagan disclaims beneficial ownership of all shares of Common Stock of the Issuer in which he does not have a direct pecuniary interest.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Kenneth E. Dornblaser, as attorney-in-fact for Peter R. Kagan 08/22/2012
** Signature of Reporting Person Date
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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