Extraction Oil & Gas (XOG) Form 4/A Extraction Oil & Gas / Matthew R Owens ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Owens Matthew R

(Last) (First) (Middle)

370 17TH STREET, SUITE 5300

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Extraction Oil & Gas, Inc. [ XOG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/28/2016

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/26/2016		A		1,944,899	A	(1)	2,444,899	D
Common Stock	10/26/2016		A		1,944,898(3)	A	(1)	1,944,898	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares of common stock of Extraction Oil & Gas, Inc. ("XOG") were received by the reporting person in connection with the merger of Extraction Oil & Gas Holdings, LLC ("Holdings") with and into XOG in connection with the closing of the initial public offering of XOG, pursuant to which the reporting person's equity ownership (including outstanding incentive units and restricted units) in Holdings were exchanged for shares of common stock in XOG determined by reference to XOG's implied valuation based on the 10-day volume weighted average price of XOG's common stock following the beginning of trading of XOG's common stock, in accordance with the distribution mechanics set forth in the limited liability company agreement of Holdings.

2. These shares are owned by OFI Properties, LLC, of which Mr. Owens holds 100% of the managing interest. The Matthew R. Owens 2016 Grantor Retained Annuity Trust, of which Mr. Owens is Trustee, owns a 75% non-managing interest in OFI Properties, LLC.

3. These shares were originally reported as being owned directly by Mr. Owens on the Form 4 filed October 28, 2016.

	/s/ Tom Brock, Attorney-in-Fact	11/14/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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