X0306 4 2017-11-01 0 0000086264 Carbon Energy Corp CRBO 0001210010 LAWRENCE BRYAN H C/O YORKTOWN PARTNERS LLC 410 PARK AVENUE, 19TH FLOOR NEW YORK NY 10022 1 0 0 0 Common stock, par value $0.01 per share 2017-11-01 4 M 0 432051 A 432051 I See Footnotes Common stock, par value $0.01 per share 2018-02-01 4 M 0 1527778 A 1959829 I See Footnotes Common stock, par value $0.01 per share 2018-04-05 4 A 0 4000 0.00 A 28000 D Common stock, par value $0.01 per share 896915 I See Footnotes Common stock, par value $0.01 per share 896915 I See Footnotes Common stock, par value $0.01 per share 1111111 I See Footnotes Warrant 2017-11-01 4 M 0 432051 D 2017-04-03 2024-04-03 Common Stock, par value $0.01 per share 432051 0 I See Footnotes Warrant 2018-02-01 4 M 0 1527778 D 2017-02-15 2024-02-15 Common Stock, par value $0.01 per share 1527778 0 I See Footnotes Series B Convertible Preferred Stock, par value $0.01/share 2018-04-06 4 P 0 50000 100.00 A 2018-04-06 Common Stock, par value $0.01 per share 50000 50000 I See Footnotes Shares received upon exercise of Warrant No. 2, issued on April 3, 2017 (the "CAC Warrant") to Yorktown Energy Partners XI, L.P. ("Yorktown XI"). The consideration Yorktown XI paid for the full exercise of the CAC Warrant was the transfer and assignment to Carbon Natural Gas Company (the "Issuer") of 2,940 Class A Units of Carbon Appalachian Company, LLC, a Delaware limited liability company. Shares received upon exercise of Warrant No. 1, issued on February 15, 2017 (the "CCC Warrant") to Yorktown XI. The consideration Yorktown XI paid for the full exercise of the CCC Warrant was the transfer and assignment to the Issuer of 11,000 Class A Units of Carbon California Company, LLC, a Delaware limited liability company. These securities are directly owned by Yorktown XI. The reporting person is a member and a manager of the general partner of the general partner of Yorktown XI. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purpose. Restricted stock grant. These securities are directly owned by Yorktown Energy Partners V, L.P. ("Yorktown V"). The reporting person is a member and a manager of the general partner of Yorktown V. These securities are directly owned by Yorktown Energy Partners VI, L.P. ("Yorktown VI"). The reporting person is a member and a manager of the general partner of the general partner of Yorktown VI. These securities are directly owned by Yorktown Energy Partners IX, L.P. ("Yorktown IX"). The reporting person is a member and a manager of the general partner of the general partner of Yorktown XI. On March 15, 2017, the Issuer effected a one for twenty reverse stock split of the Issuer's issued and outstanding common stock, as reported on the Current Report on Form 8-K filed by the Issuer with the SEC on March 16, 2017. As a result, the number of shares of common stock underlying the CCC Warrant was proportionately reduced from 30,555,556 to 1,527,778. The Series B Convertible Preferred Stock converts into shares of the Issuer's common stock at the election of the holder and will automatically convert into shares of the Issuer's common stock if and when the Issuer completes a qualifying equity financing. The number of shares of common stock issuable upon conversion is dependent upon the price per share of common stock issued in connection with any such qualifying equity financing, but has an initial floor conversion price equal to $8.00 per share. The conversion price will be proportionately increased or decreased to reflect changes to the outstanding shares of common stock, such as the result of a combination, reclassification, subdivision, stock split, stock dividend or other similar transaction involving the common stock. The Series B Convertible Preferred Stock has no expiration date. However, it converts into shares of the Issuer's common stock at the election of the holder and will automatically convert into shares of the Issuer's common stock if and when the Issuer completes a qualifying equity financing. /s/ Bryan H. Lawrence 2018-09-18