X0303 4 2011-06-29 0 0000086264 Carbon Natural Gas Co CRBO 0001210010 LAWRENCE BRYAN H 410 PARK AVENUE 19TH FLOOR NEW YORK NY 10022 1 0 0 0 Series A Convertible Preferred Stock 2011-06-29 4 P 0 100 100000 A Common Stock 22222222 100 I Through Yorktown Energy Partners IX, L.P. The 100 shares of Series A Convertible preferred Stock referenced above will be automatically converted into an aggregate of 22,222,222 shares of the Registrant's common stock upon the effectiveness of a Certificate of Amendment filed with the Delaware Secretary of State that will increase the number of authorized shares of the Registrant's common stock from 100 million to 200 million shares. No additional consideration will be paid upon conversion. These securities are directly owned by Yorktown Energy Partners IX, L.P. Mr. Lawrence is a member and a manager of the general partner of the general partner of Yorktown Energy Partners IX, L.P. Mr. Lawrence disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this rpoert shall not be deemed an admission of beneficial ownership of all the reported shares for Section 16 or for any other purpose. Exhibit List Exhibit 24 - Power of Attorney /s/ Sharon Adamson, as attorney-in-fact 2011-07-15