UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A/A

(Amendment No. 1 to the Form 8-A Filed December 13, 2011)

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

LAREDO PETROLEUM, INC.

(Formerly Known As: Laredo Petroleum Holdings, Inc.)

(Exact name of registrant as specified in its charter)

 

Delaware
(State of incorporation or organization)

 

45-3007926
(IRS Employer Identification No.)

 

15 W. Sixth Street

Suite 1800

Tulsa, Oklahoma 74119

(Address of principal executive offices and zip code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered

 

Name of each exchange
on which each class is to be registered

 

Common Stock, par value $0.01 per share

 

New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A(c), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A(d), check the following box. o

 

Securities Act registration statement file number to which this form relates: 333-176439

 

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 


 

Explanatory Note

 

This Amendment No. 1 amends the Form 8-A of Laredo Petroleum Holdings, Inc., a Delaware corporation (“ Laredo Holdings ”), to reflect the fact that, effective as of 9:00 a.m. EST on December 31, 2013, the name of Laredo Holdings has been changed to “Laredo Petroleum, Inc.”

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The description of the general terms and provisions of the common stock is incorporated herein by reference to the description included under the caption “Description of capital stock” in the prospectus filed by Laredo Holdings pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus constitutes a part of Laredo Holdings’ Registration Statement on Form S-1, as amended (Registration No. 333-176439), initially filed with the Securities and Exchange Commission on August 24, 2011. Effective as of 9:00 a.m. EST on December 31, 2013, the name of Laredo Holdings has been changed to “Laredo Petroleum, Inc.”

 

Item 2. Exhibits.

 

Exhibit No.

 

Description

 

 

 

3.1.

 

Amended and Restated Certificate of Incorporation of Laredo Holdings (incorporated by reference to Exhibit 3.1 of Laredo Holdings’ Current Report on Form 8-K (File No. 001-35380) filed on December 22, 2011).

3.2

 

Certificate of Ownership and Merger by and between Laredo Holdings and Laredo Petroleum, Inc. dated as of December 30, 2013 (incorporated by reference to Exhibit 3.1 of Laredo Petroleum, Inc.’s Current Report on Form 8-K (File No. 001-35380) filed on January 6, 2014).

3.3

 

Amended and Restated Bylaws of Laredo Holdings (incorporated by reference to Exhibit 3.2 of Laredo Holdings’ Current Report on Form 8-K (File No. 001-35380) filed on December 22, 2011).

4.1

 

Specimen Common Stock Certificate.

 

2


 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

 

Laredo Petroleum, Inc.

 

 

 

 

 

 

By:

/s/ Kenneth E. Dornblaser

 

 

Name:

Kenneth E. Dornblaser

 

 

Title:

Senior Vice President and General Counsel

 

 

Date: January 6, 2014

 

3

Exhibit 4.1

 

DELAWARE SEAL CORPORATE LAREDO PETROLEUM HOLDINGS, INC. SR. VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY CHAIRMAN AND CHIEF EXECUTIVE OFFICER THIS CERTIFIES THAT IS THE RECORD HOLDER OF INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 516806 10 6 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE, PER SHARE, OF LAREDO PETROLEUM HOLDINGS, INC. transferable only on the books of the Corporation by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (NEW YORK, N.Y.) TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE LAREDO PETROLEUM HOLDINGS, INC. LP NAME CHANGED TO LAREDO PETROLEUM, INC.

 


ABnote North America 711 ARMSTRONG LANE COLUMBIA, TENNESSEE 38401 (931) 388-3003 HOLLY GRONER 931-490-7660 PROOF OF: JANUARY 3, 2014 LAREDO PETROLEUM, INC. WO- 7958 BACK OPERATOR: DKS NEW PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF NO REVISIONS TO BACK OF CERTIFICATE - SHOWN FOR PROOF ONLY. FOR VALUE RECEIVED, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated Signature(s) Guaranteed By THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. X X NOTICE: The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM TEN ENT JT TEN as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT– Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) – – – Additional abbreviations may also be used though not in the above list.