Vital Energy (VTLE) Form 4 Laredo Petroleum / Randy A Foutch ownership change

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^*

Foutch Randy A

(Last) (First) (Middle)

15 W. SIXTH STREET, SUITE 900

(Street)

TULSA OK 74119

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2019

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	02/15/2019		F		72,988(1)	D	$3.86	1,194,734	D
Common Stock	02/19/2019		F		27,395(1)	D	$3.76	1,167,339	D
Common Stock	02/19/2019		M		0(2)	A	$0	1,167,339	D
Common Stock								451,340	I	By Lariat Ranch LLC(3)
Common Stock								90,037	I	By Foutch Family Trust A(3)
Common Stock								90,037	I	By Foutch Family Trust B(3)
Common Stock								90,037	I	By Foutch Family Trust C(3)
Common Stock								90,037	I	By Foutch Family Trust D(3)
Common Stock								500	I	By Daughter(3)
Common Stock								46,838	I	Jeanine Marie Foutch Revocable Trust

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
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
Performance Units	(2)	02/19/2019		M		0		02/19/2019	(2)	Common Stock	0.0	$0	0	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

Explanation of Responses:

1. Represents shares of common stock withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person in connection with the vesting of a portion of restricted shares previously granted to the Reporting Person under the Issuer's Omnibus Equity Incentive Plan.

2. The performance share units were granted under the Issuer's Omnibus Equity Incentive Plan and were originally reported on a Form 4 filed by the Issuer on May 27, 2016. Each performance unit represented a share of common stock. The performance units vested on February 19, 2019, and became payable in common stock based upon the Issuer's total shareholders return measured against an industry peer group, over a three-year performance period ending December 31, 2018. Based on the actual market criteria, 0% of the 388,817 performance units were issued, resulting in the issuance of 0 shares of common stock.

3. 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, 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.

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 the Issuer's total shareholders return measured (i) 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 shareholders 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. Foutch	02/20/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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