SC 13G 1 p19-1393sc13g.htm LAREDO PETROLEUM, INC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. )*
 

Laredo Petroleum, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

516806106

(CUSIP Number)
 

June 7, 2019

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
ý Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 10 Pages)

 

______________________________

*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 the disclosures provided in a prior cover page.

The information required in 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

 

CUSIP No. 516806106SCHEDULE 13GPage 2 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

SailingStone Capital Partners LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

36,239,152

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

36,239,152

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

36,239,152

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

15.32%

12

TYPE OF REPORTING PERSON

IA

         

 

 

 

CUSIP No. 516806106SCHEDULE 13GPage 3 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

SailingStone Holdings LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

36,239,152

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

36,239,152

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

36,239,152

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

15.32%

12

TYPE OF REPORTING PERSON

HC

         

 

 

CUSIP No. 516806106SCHEDULE 13GPage 4 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

MacKenzie B. Davis

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

36,239,152

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

36,239,152

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

36,239,152

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

15.32%

12

TYPE OF REPORTING PERSON

HC; IN

         

 

 

CUSIP No. 516806106SCHEDULE 13GPage 5 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

Kenneth L. Settles Jr.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

36,239,152

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

36,239,152

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

36,239,152

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

15.32%

12

TYPE OF REPORTING PERSON

HC; IN

         

 

 

CUSIP No. 516806106SCHEDULE 13GPage 6 of 10 Pages

 

Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is Laredo Petroleum, Inc. (the "Issuer").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Issuer's principal executive offices are located at 15 W. Sixth Street, Suite 900, Tulsa, Oklahoma 74119.

 

Item 2(a). NAME OF PERSON FILING:
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Item 2(c). CITIZENSHIP:
   
  This statement is filed by:
   
  (i)

SailingStone Capital Partners LLC

One California Street, 30th Floor

San Francisco, CA 94111

Citizenship: Delaware

   
  (ii)

SailingStone Holdings LLC

One California Street, 30th Floor

San Francisco, CA 94111

Citizenship: Delaware

     
  (iii)

MacKenzie B. Davis

One California Street, 30th Floor

San Francisco, CA 94111

Citizenship: United States

     
  (iv)

Kenneth L. Settles Jr.

One California Street, 30th Floor

San Francisco, CA 94111

Citizenship: United States

   
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock, par value $0.01 per share (the "Common Stock").

 

Item 2(e). CUSIP NUMBER:
   
  516806106

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
   
  (a) ¨ Broker or dealer registered under Section 15 of the Act,

 

 

CUSIP No. 516806106SCHEDULE 13GPage 7 of 10 Pages

 

  (b) ¨ Bank as defined in Section 3(a)(6) of the Act,
  (c) ¨ Insurance Company as defined in Section 3(a)(19) of the Act,
  (d) ¨ Investment Company registered under Section 8 of the Investment Company Act of 1940,
  (e) ý An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
  (g) x Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
  (h) ¨ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
   
  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:  ____________________________

 

Item 4. OWNERSHIP.
   
  The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
   
  The percentage set forth in Row (11) of the cover page for each of the Reporting Persons is based upon 236,555,114 shares of Common Stock reported to be outstanding as of April 29, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, filed by the Issuer with the SEC on May 2, 2019.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Not applicable.

 

 

CUSIP No. 516806106SCHEDULE 13GPage 8 of 10 Pages

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.  
   
  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 516806106SCHEDULE 13GPage 9 of 10 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: June 7, 2019

 

  SailingStone Capital Partners LLC
     
     
  By: /s/ Kathlyne Kiaie
  Name: Kathlyne Kiaie
  Title: Chief Compliance Officer
   
   
  SailingStone Holdings LLC
     
     
  By: /s/ MacKenzie B. Davis
  Name: MacKenzie B. Davis
  Title: Managing Member
   
   
  MacKenzie B. Davis
     
     
  By: /s/ MacKenzie B. Davis
  Name: MacKenzie B. Davis
   
   
  Kenneth L. Settles Jr.
     
     
  By: /s/ Kenneth L. Settles Jr.
  Name: Kenneth L. Settles Jr.
     
     

 

 

 

CUSIP No. 516806106SCHEDULE 13GPage 10 of 10 Pages

EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: June 7, 2019

 

  SailingStone Capital Partners LLC
     
     
  By: /s/ Kathlyne Kiaie
  Name: Kathlyne Kiaie
  Title: Chief Compliance Officer
   
   
  SailingStone Holdings LLC
     
     
  By: /s/ MacKenzie B. Davis
  Name: MacKenzie B. Davis
  Title: Managing Member
   
   
  MacKenzie B. Davis
     
     
  By: /s/ MacKenzie B. Davis
  Name: MacKenzie B. Davis
   
   
  Kenneth L. Settles Jr.
     
     
  By: /s/ Kenneth L. Settles Jr.
  Name: Kenneth L. Settles Jr.