SEC Form 4 · accession 0000899243-16-032468
Extraction Oil & Gas, Inc. · XOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Yorktown XI Associates LLC
10% Owner
Period of report
Oct 26, 2016
Accepted (ET)
Oct 31, 2016 · 2:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001655020
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Oct 26, 2016 | A | 4,309,079 | — | A | 4,309,079 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These securities are owned directly by Yorktown Energy Partners XI, L.P. ("Yorktown XI"). Yorktown XI 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"), Yorktown XI and YT Extraction Co Investment Partners, LP ("YT Co Invest" and together with Yorktown IX, Yorktown X and Yorktown XI, 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, 4,309,079 shares were issued to Yorktown XI based on (i) Yorktown XI's equity ownership in Holdings, which merged with and into XOG in connection with he closing of the offering, and (ii) the 10-day volume weighted average price of XOG's common stock following the closing of the offering.
- F3Yorktown XI Associates LLC ("Yorktown XI Associates") is the sole general partner of Yorktown XI Company LP, the sole general partner of Yorktown XI. Yorktown XI 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 Yorktown XI Associates is the beneficial owner of the securities for Section 16 or any other purpose.