Sec Form 4 Filing - YT Extraction Associates LLC @ Extraction Oil & Gas, Inc. - 2016-10-26

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person YT Extraction Associates LLC 2. Issuer Name and Ticker or Trading Symbol Extraction Oil & Gas, Inc. [ XOG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 410 PARK AVENUE, 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/26/2016 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 20,340,747 A 20,340,747 ( 1 ) ( 2 ) I See Footnote ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series A Convertible Preferred Stock ( 3 ) ( 4 ) 10/17/2016 A( 5 ) 5,000 ( 3 )( 4 ) 10/15/2021 Common Stock 309,597 ( 3 ) ( 4 ) ( 3 ) ( 4 ) 5,000 I See Footnote ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other YT Extraction Associates LLC 410 PARK AVENUE, 19TH FLOOR NEW YORK, NY10022 X Signatures YT Extraction Associates LLC, /s/ Peter A. Leidel, Manager 10/31/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are owned directly by YT Extraction Co Investment Partners, LP ("YT Co Invest"). YT Co Invest 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"), YT Co Invest, Yorktown Energy Partners XI, L.P. ("Yorktown XI" and together with Yorktown IX, Yorktown X and YT Co Invest, 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. ( 2 )(Continued from Footnote 1) In connection with the closing of the initial public offering of XOG (the "Offering"), 20,340,747 shares were issued to YT Co Invest based on(i)YT Co Invest's equity ownership in Holdings, which merged 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. ( 3 )Beginning on or after the later of (a) 90 days after the closing of the Offering and (b) the earlier of (x) 120 days after the closing of the Offering and (y) the expiration of the lock-up period contained in the underwriting agreement entered into in connection with the Offering (the "Lock-Up Period End Date"), the Series A Preferred Stock will be convertible into shares of common stock at the election of the holders of the Series A Preferred Stock at a conversion ratio per share of Series A Preferred Stock of 61.9195 (subject to certain adjustments, including customary anti-dilution adjustments, the "Conversion Ratio"). ( 4 )(Continued from Footnote 3) During the term beginning on the Lock-Up Period End Date until 18 months after the closing of the Offering, subject to certain conditions, XOG may elect to convert the Series A Preferred Stock at the Conversion Ratio, but only if the closing price of the common stock trades at a 20% premium to $19.00 per share (the "IPO Price") for 20 of the 30 trading days immediately prior to such conversion, including the trading day immediately prior to such conversion. During the term beginning 18 months after the closing of the offering until 36 months after the closing of the Offering, XOG may elect to convert the Series A Preferred Stock at the Conversion Ratio, but only if the closing price of the common stock trades at a 15% premium to the IPO Price for 20 of the 30 trading days immediately prior to such conversion, including the trading day immediately prior to such conversion. ( 5 )In connection with the closing of the Offering, the 5,000 Series B Preferred Units of Holdings owned by YT Co Invest were automatically converted on a one-for-one basis into 5,000 shares of Series A Preferred Stock of XOG. ( 6 )YT Extraction Associates LLC ("YT Co Invest Associates") is the sole general partner of YT Extraction Company LP, the sole general partner of YT Co Invest. YT Co Invest 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 YT Co Invest Associates is the beneficial owner of the securities for Section 16 or any other purpose.

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