SEC Form 4 · accession 0000899243-16-032461

Extraction Oil & Gas, Inc. · XOG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1These securities are owned directly by YT Extraction Co Investment Partners, LP ("YT Co Invest"). YT Co Invest previously reported indirect beneficial ownership of 108,460,231 shares of common stock of Extraction Oil & Gas, Inc. ("XOG"). These shares were owned directly by Extraction Oil & Gas Holdings, LLC ("Holdings"). Yorktown Energy Partners IX, L.P. ("Yorktown IX"), Yorktown Energy Partners X, L.P. ("Yorktown X"), YT Co Invest, Yorktown Energy Partners XI, L.P. ("Yorktown XI" and together with Yorktown IX, Yorktown X and YT Co Invest, collectively, the "Yorktown Funds") shared the right to appoint a majority of the representatives to the board of managers of Holdings. As a result, the Yorktown Funds were deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the common stock owned by Holdings.
• F2(Continued from Footnote 1) In connection with the closing of the initial public offering of XOG (the "Offering"), 20,340,747 shares were issued to YT Co Invest based on(i)YT Co Invest's equity ownership in Holdings, which merged with and into XOG in connection with the closing of the Offering, and (ii) the 10-day volume weighted average price of XOG's common stock following the closing of the Offering.
• F3Beginning on or after the later of (a) 90 days after the closing of the Offering and (b) the earlier of (x) 120 days after the closing of the Offering and (y) the expiration of the lock-up period contained in the underwriting agreement entered into in connection with the Offering (the "Lock-Up Period End Date"), the Series A Preferred Stock will be convertible into shares of common stock at the election of the holders of the Series A Preferred Stock at a conversion ratio per share of Series A Preferred Stock of 61.9195 (subject to certain adjustments, including customary anti-dilution adjustments, the "Conversion Ratio").
• F4(Continued from Footnote 3) During the term beginning on the Lock-Up Period End Date until 18 months after the closing of the Offering, subject to certain conditions, XOG may elect to convert the Series A Preferred Stock at the Conversion Ratio, but only if the closing price of the common stock trades at a 20% premium to $19.00 per share (the "IPO Price") for 20 of the 30 trading days immediately prior to such conversion, including the trading day immediately prior to such conversion. During the term beginning 18 months after the closing of the offering until 36 months after the closing of the Offering, XOG may elect to convert the Series A Preferred Stock at the Conversion Ratio, but only if the closing price of the common stock trades at a 15% premium to the IPO Price for 20 of the 30 trading days immediately prior to such conversion, including the trading day immediately prior to such conversion.
• F5In connection with the closing of the Offering, the 5,000 Series B Preferred Units of Holdings owned by YT Co Invest were automatically converted on a one-for-one basis into 5,000 shares of Series A Preferred Stock of XOG.
• F6YT Extraction Associates LLC ("YT Co Invest Associates") is the sole general partner of YT Extraction Company LP, the sole general partner of YT Co Invest. YT Co Invest Associates disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that YT Co Invest Associates is the beneficial owner of the securities for Section 16 or any other purpose.