SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Yorktown Energy Partners IX, L.P. (Last) (First) (Middle) 410 PARK AVENUE, 19TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/11/2016	3. Issuer Name and Ticker or Trading Symbol Extraction Oil & Gas, Inc. [ XOG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	108,460,231	I	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These securities are 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 Energy Partners XI, L.P. ("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") share the right to appoint a majority of the representatives to the board of managers of Holdings. As a result, the Yorktown Funds may be 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.

2. Yorktown IX 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 IX is the beneficial owner of the securities for Section 16 or any other purpose.

Remarks:

A number of shares of common stock of Extraction Oil & Gas, Inc. ("XOG") will be issued to Yorktown IX after the closing of the initial public offering of XOG (the "offering") based on (i) Yorktown IX's equity ownership in Holdings, an entity which will merge 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.

	Yorktown Energy Partners IX, L.P., By: Yorktown IX Company LP, its general partner, By: Yorktown IX Associates LLC, its general partner, /s/ Peter A. Leidel, Manager	10/11/2016
	** Signature of Reporting Person	Date
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