SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)*

 

Laredo Petroleum, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

516806106

(CUSIP Number)

 

Robert B. Knauss, Esq.

Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

(212) 878-0600

Copies to:

Willkie Farr & Gallagher, LLP

787 Seventh Avenue

New York, New York 10019

Attn: Maurice Lefkort, Esq.

(212) 728-8239

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 


 

CUSIP No.   516806106

 

 

1.

Name of Reporting Person
Warburg Pincus Private Equity IX, L.P.
I.R.S. Identification Nos. of above persons (entities only)
20-2975990

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
9,715,078

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
9,715,078

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
9,715,078

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.1%(1)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(1) Based on the quotient obtained by dividing the number of shares beneficially owned by the Reporting Person as set forth in Row 11 by the 237,133,539 shares of common stock outstanding as of November 4, 2019, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2019.

 

2


 

CUSIP No.   516806106

 

 

1.

Name of Reporting Person
Warburg Pincus IX GP L.P.
I.R.S. Identification Nos. of above persons (entities only)
20-2975945

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
9,715,078

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
9,715,078

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
9,715,078

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.1%(1)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(1) Based on the quotient obtained by dividing the number of shares beneficially owned by the Reporting Person as set forth in Row 11 by the 237,133,539 shares of common stock outstanding as of November 4, 2019, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2019.

 

3


 

CUSIP No.   516806106

 

 

1.

Name of Reporting Person
WPP GP LLC
I.R.S. Identification Nos. of above persons (entities only)
47-2029791

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
51,170,146

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
51,170,146

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
51,170,146

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.6%(1)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1) Based on the quotient obtained by dividing the number of shares beneficially owned by the Reporting Person as set forth in Row 11 by the 237,133,539 shares of common stock outstanding as of November 4, 2019, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2019.

 

4


 

CUSIP No.   516806106

 

 

1.

Name of Reporting Person
Warburg Pincus Partners, L.P.
I.R.S. Identification Nos. of above persons (entities only)
13-4069737

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
51,170,146

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
51,170,146

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
51,170,146

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.6%(1)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(1) Based on the quotient obtained by dividing the number of shares beneficially owned by the Reporting Person as set forth in Row 11 by the 237,133,539 shares of common stock outstanding as of November 4, 2019, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2019.

 

5


 

CUSIP No.   516806106

 

 

1.

Name of Reporting Person
Warburg Pincus Partners GP LLC
I.R.S. Identification Nos. of above persons (entities only)
47-1971658

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
51,170,146

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
51,170,146

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
51,170,146

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.6%(1)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1) Based on the quotient obtained by dividing the number of shares beneficially owned by the Reporting Person as set forth in Row 11 by the 237,133,539 shares of common stock outstanding as of November 4, 2019, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2019.

 

6


 

CUSIP No.   516806106

 

 

1.

Name of Reporting Person
Warburg Pincus & Co.
I.R.S. Identification Nos. of above persons (entities only)
13-6358475

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
51,170,146

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
51,170,146

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
51,170,146

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.6%(1)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(1) Based on the quotient obtained by dividing the number of shares beneficially owned by the Reporting Person as set forth in Row 11 by the 237,133,539 shares of common stock outstanding as of November 4, 2019, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2019.

 

7


 

CUSIP No.   516806106

 

 

1.

Name of Reporting Person
Warburg Pincus X, L.P.
I.R.S. Identification Nos. of above persons (entities only)
26-0403670

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
41,455,068

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
41,455,068

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,455,068

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
17.5%(1)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(1) Based on the quotient obtained by dividing the number of shares beneficially owned by the Reporting Person as set forth in Row 11 by the 237,133,539 shares of common stock outstanding as of November 4, 2019, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2019.

 

8


 

CUSIP No.   516806106

 

 

1.

Name of Reporting Person
Warburg Pincus X GP L.P.
I.R.S. Identification Nos. of above persons (entities only)
26-0403605

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
41,455,068

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
41,455,068

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,455,068

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
17.5%(1)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(1) Based on the quotient obtained by dividing the number of shares beneficially owned by the Reporting Person as set forth in Row 11 by the 237,133,539 shares of common stock outstanding as of November 4, 2019, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2019.

 

9


 

CUSIP No.   516806106

 

 

1.

Name of Reporting Person
Warburg Pincus X Partners, L.P.
I.R.S. Identification Nos. of above persons (entities only)
26-0869910

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
1,291,411

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
1,291,411

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,291,411

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
Less than 1%(1)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(1) Based on the quotient obtained by dividing the number of shares beneficially owned by the Reporting Person as set forth in Row 11 by the 237,133,539 shares of common stock outstanding as of November 4, 2019, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2019.

 

10


 

CUSIP No.   516806106

 

 

1.

Name of Reporting Person
Warburg Pincus Private Equity X O&G, L.P.
I.R.S. Identification Nos. of above persons (entities only)
26-3605628

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
40,163,657

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
40,163,657

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
40,163,657

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
16.9%(1)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(1) Based on the quotient obtained by dividing the number of shares beneficially owned by the Reporting Person as set forth in Row 11 by the 237,133,539 shares of common stock outstanding as of November 4, 2019, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2019.

 

11


 

CUSIP No.   516806106

 

 

1.

Name of Reporting Person
Warburg Pincus LLC
I.R.S. Identification Nos. of above persons (entities only)
13-3536050

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
51,170,146

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
51,170,146

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
51,170,146

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.6%(1)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1) Based on the quotient obtained by dividing the number of shares beneficially owned by the Reporting Person as set forth in Row 11 by the 237,133,539 shares of common stock outstanding as of November 4, 2019, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2019.

 

12


 

CUSIP No.   516806106

 

 

1.

Name of Reporting Person
Charles R. Kaye
I.R.S. Identification Nos. of above persons (entities only)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

13


 

CUSIP No.   516806 106

 

 

1.

Name of Reporting Person
Joseph P. Landy
I.R.S. Identification Nos. of above persons (entities only)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
56,344

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
56,344

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
56,344

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
less than 1% (1)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(1) Based on the quotient obtained by dividing the number of shares beneficially owned by the Reporting Person as set forth in Row 11 by the 237,133,539 shares of common stock outstanding as of November 4, 2019, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2019.

 

14


 

SCHEDULE 13D

(Amendment No. 5)

 

This Amendment No. 5 (this “Amendment”) amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 27, 2018 (as amended and supplemented through the date of this Amendment, the “Schedule 13D”) and is being filed jointly on behalf of: (i) Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (“WP Private Equity IX”), (ii) Warburg Pincus IX GP L.P., a Delaware limited partnership (“WP IX GP”), (iii) Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership (“WP X O&G”), (iv) Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”), (v) Warburg Pincus X, L.P., a Delaware limited partnership (“WP X”), (vi) Warburg Pincus X GP L.P., a Delaware limited partnership (“WP X GP”), (vii) WPP GP LLC, a Delaware limited liability company, (viii) Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”), (ix) Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WP Partners GP”), (x) Warburg Pincus & Co., a New York general partnership (“WP&Co”), and (xi) Warburg Pincus LLC, a New York limited liability company (“WP LLC”). This Amendment relates to shares of common stock, par value $0.01 per share, of Laredo Petroleum, Inc. (the “Shares”). The name of the issuer is Laredo Petroleum, Inc., a Delaware corporation (f/k/a Laredo Petroleum Holdings, Inc.) (the “Issuer”). Unless otherwise indicated herein, each capitalized term used but not otherwise defined in this Amendment shall have the meaning ascribed to such term in the Schedule 13D. Except as specifically amended by this Amendment, the Schedule 13D is unchanged.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 is hereby amended by replacing it in its entirety with the following:

 

The Warburg Pincus Reporting Persons listed below have the following beneficial ownership of Shares (percentages are based on 237,133,539 shares of common stock outstanding as of November 4, 2019, as reported on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2019):

 

(i) WP Private Equity IX has shared dispositive and voting power over 9,715,078 Shares of the Issuer, representing 4.1% of the outstanding Shares of the Issuer.

 

(ii) WP IX GP, by virtue of its status as the general partner of WP Private Equity IX, has shared dispositive and voting power over 9,715,078 Shares, representing 4.1% of the outstanding Shares of the Issuer.

 

(iii) WP X O&G has shared dispositive and voting power over 40,163,657 Shares, representing 16.9% of the outstanding Shares of the Issuer.

 

(iv) WP X Partners has shared dispositive and voting power over 1,291,411 Shares, representing less than 1% of the outstanding Shares of the Issuer.

 

(v) WP X, by virtue of its status as the general partner of WP X O&G and WP X Partners, has shared dispositive and voting power over 41,455,068 Shares, representing 17.5% of the outstanding Shares of the Issuer.

 

(vi) WP X GP, by virtue of its status as the general partner of WP X, has shared dispositive and voting power over 41,455,068 Shares, representing 17.5% of the outstanding Shares of the Issuer.

 

(vii) WPP GP LLC, by virtue of its status as the general partner of WP IX GP and WP X GP, has shared dispositive and voting power over 51,170,146 Shares, representing 21.6% of the outstanding Shares of the Issuer.

 

(viii) WP Partners, by virtue of its status as the managing member of WPP GP LLC, has shared dispositive and voting power over 51,170,146 Shares, representing 21.6% of the outstanding Shares of the Issuer.

 

(ix) WP Partners GP, by virtue of its status as the general partner of WP Partners, has shared dispositive and voting power over 51,170,146 Shares, representing 21.6% of the outstanding Shares of the Issuer.

 

(x) WP&Co, by virtue of its status as the managing member of WP Partners GP, has shared dispositive and voting power over 51,170,146 Shares, representing 21.6% of the outstanding Shares of the Issuer.

 

(xi) WP LLC, by virtue of its status as manager of WP Private Equity IX, WP X O&G, and WP X Partners, has shared dispositive and voting power over 51,170,146 Shares, representing 21.6% of the outstanding Shares of the Issuer.

 

(xii) Charles R. Kaye has sole dispositive and voting power over 0 Shares, representing in the aggregate 0% of the outstanding Shares of the Issuer.

 

(xiii) Joseph P. Landy has sole dispositive and voting power over 56,344 Shares, representing in the aggregate less than 1% of the outstanding Shares of the Issuer.

 

Each of the Warburg Pincus Reporting Persons listed in this Item 5(i) through 5(xi) could be deemed to have beneficial ownership of all of the shares reported in this Schedule 13D; nevertheless, each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of shares in excess of that reported in this Item 5. Investment and voting decisions with respect to the Shares held by the Warburg Pincus Reporting Persons are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares held by the Reporting Persons.  As of January 31, 2020, as a result of the establishment of the committee of three or more individuals described in this Item 5 of this Amendment No. 5, the ownership of Charles R. Kaye and Joseph P. Landy each ceased to constitute beneficial ownership of more than five percent of the Shares. The filing of this Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an exit filing for Mr. Kaye and Mr. Landy.

 

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.

 

15


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 7, 2020

 

 

 

 

 

 

 

 

 

WARBURG PINCUS PRIVATE EQUITY IX, L.P.

 

By: Warburg Pincus IX GP L.P., its general partner

 

By: WPP GP LLC, its general partner

 

By: Warburg Pincus Partners, L.P., its managing member

 

By: Warburg Pincus Partners GP LLC, its general partner

 

By: Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

 

 

 

WARBURG PINCUS IX GP L.P.

 

By: WPP GP LLC, its general partner

 

By: Warburg Pincus Partners, L.P., its managing member

 

By: Warburg Pincus Partners GP LLC, its general partner

 

By: Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

16


 

Dated: February 7, 2020

 

 

 

 

 

 

WPP GP LLC

 

By: Warburg Pincus Partners, L.P., its managing member

 

By: Warburg Pincus Partners GP LLC, its general partner

 

By: Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

 

 

 

WARBURG PINCUS PARTNERS, L.P.

 

By: Warburg Pincus Partners GP LLC, its general partner

 

By: Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

 

 

 

WARBURG PINCUS PARTNERS GP LLC

 

By: Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

 

 

 

WARBURG PINCUS & CO.

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

17


 

Dated: February 7, 2020

 

 

 

 

 

 

WARBURG PINCUS X, L.P.

 

By: Warburg Pincus X GP L.P., its general partner

 

By: WPP GP LLC, its general partner

 

By: Warburg Pincus Partners, L.P., its managing member

 

By: Warburg Pincus Partners GP LLC, its general partner

 

By: Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

 

 

 

WARBURG PINCUS X GP L.P.

 

By: WPP GP LLC, its general partner

 

By: Warburg Pincus Partners, L.P., its managing member

 

By: Warburg Pincus Partners GP LLC, its general partner

 

By: Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

18


 

Dated: February 7, 2020

 

 

 

 

 

 

WARBURG PINCUS X PARTNERS, L.P.

 

By: Warburg Pincus X, L.P., its general partner

 

By: Warburg Pincus X GP L.P., its general partner

 

By: WPP GP LLC, its general partner

 

By: Warburg Pincus Partners, L.P., its managing member

 

By: Warburg Pincus Partners GP LLC, its general partner

 

By: Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

 

 

 

WARBURG PINCUS PRIVATE EQUITY X O&G, L.P.

 

By: Warburg Pincus X, L.P., its general partner

 

By: Warburg Pincus X GP L.P., its general partner

 

By: WPP GP LLC, its general partner

 

By: Warburg Pincus Partners, L.P., its managing member

 

By: Warburg Pincus Partners GP LLC, its general partner

 

By: Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

19


 

Dated: February 7, 2020

 

 

 

 

 

 

WARBURG PINCUS LLC

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Managing Director

 

 

 

 

CHARLES R. KAYE

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss, attorney-in-fact

 

 

 

 

 

JOSEPH P. LANDY

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss, attorney-in-fact

 

*The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S.Securities and Exchange Commission on July 12, 2016 as an exhibit to the statement on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc. (File No. 005-80578) and is hereby incorporated by reference.

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