Sec Form 4 Filing - Robertson Audrey @ Extraction Oil & Gas, Inc. - 2021-01-20

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 Robertson Audrey 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O EXTRACTION OIL & GAS, INC., 370 17TH STREET, SUITE 5200 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2021 (Street) DENVER, CO80202 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 01/20/2021 D 25,000 D 0 D COMMON STOCK 01/20/2021 A 33 A 33 D COMMON STOCK 01/20/2021 X 33 A $ 16.25 ( 5 ) 66 D COMMON STOCK 01/20/2021 D 950 D 0 I ( 7 ) See footnote COMMON STOCK 01/20/2021 A 2 A 2 I ( 7 ) See footnote. COMMON STOCK 01/20/2021 X 1 A $ 16.25 ( 5 ) 3 I ( 7 ) See footnote. COMMON STOCK 01/20/2021 D 950 D 0 I ( 7 ) See footnote COMMON STOCK 01/20/2021 A 2 A 2 I ( 7 ) See footnote COMMON STOCK 01/20/2021 X 1 A $ 16.25 ( 5 ) 3 I ( 7 ) See footnote

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 Warrants A (Right to Buy) $ 107.64 01/20/2021 A( 1 )( 8 ) 266 ( 8 ) 01/20/2025 COMMON STOCK 266 ( 1 ) ( 8 ) 266 D Warrants B (Right to Buy) $ 122.32 01/20/2021 A( 1 )( 9 ) 133 ( 9 ) 01/20/2026 COMMON STOCK 133 ( 1 ) ( 9 ) 133 D Warrants A (Right to Buy)(Indirect) $ 107.64 01/20/2021 A( 1 )( 8 ) 11 ( 8 ) 01/20/2025 COMMON STOCK 11 ( 1 ) ( 8 ) 11 I ( 7 ) See Footnote Warrants B (Right to Buy)(Indirect) $ 122.32 01/20/2021 A( 1 )( 9 ) 6 ( 9 ) 01/20/2026 COMMON STOCK 6 ( 1 ) ( 9 ) 6 I ( 7 ) See Footnote Warrants A (Right to Buy)(Indirect) $ 107.64 01/20/2021 A( 1 )( 8 ) 11 ( 8 ) 01/20/2025 COMMON STOCK 11 ( 1 ) ( 8 ) 11 I ( 7 ) See Footnote Warrants B (Right to Buy)(Indirect) $ 122.32 01/20/2021 A( 1 )( 9 ) 6 ( 9 ) 01/20/2026 COMMON STOCK 6 ( 1 ) ( 9 ) 6 I ( 7 ) See Footnote Subscription Rights (Rights to Buy) $ 16.25 01/20/2021 X 33 01/20/2021 ( 5 ) COMMON STOCK 33 $ 16.25 0 I ( 7 ) See Footnote Subscription Rights (Rights to Buy) $ 16.25 01/20/2021 X 2 01/20/2021 ( 5 ) COMMON STOCK 2 $ 16.25 0 I ( 7 ) See Footnote Subscription Rights (Rights to Buy) $ 16.25 01/20/2021 X 2 01/20/2021 ( 5 ) COMMON STOCK 2 $ 16.25 0 I ( 7 ) See Footnote

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Robertson Audrey C/O EXTRACTION OIL & GAS, INC. 370 17TH STREET, SUITE 5200 DENVER, CO80202 X Signatures /s/ Eric J. Christ 01/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 14, 2021, Extraction Oil & Gas, Inc., a Delaware corporation (the "Issuer"), and certain of its subsidiaries (together with the Issuer, the "Company") commenced voluntary cases under chapter 11 of the United States Bankruptcy Code in the United State Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). On December 23, 2020, the Bankruptcy Court entered an order confirming the Sixth Amended Joint Plan of Reorganization of Extraction Oil & Gas, Inc. and its Debtor Affiliates (as amended, modified or supplemented from time to time, the "Plan"). On January 20, 2021 (the "Effective Date"), the Plan became effective in accordance with its terms and the Company emerged from chapter 11. ( 2 )On the Effective Date, all outstanding shares of the Issuer's common stock ("Old Common Stock") and all unvested restricted stock units held by the Reporting Person ("RSUs") were cancelled and extinguished in accordance with the Plan approved by the Bankruptcy Court. ( 3 )No shares of New Common Stock were issued in respect of the unvested RSUs held by the Reporting Person. ( 4 )On the Effective Date, new shares of the Issuer's common stock ("New Common Stock") were issued to the Reporting Person pursuant to the Plan in exchange for Old Common Stock held by the Reporting Person on the Effective Date at an effective exchange ratio of 0.00131007 of a share of New Common Stock for each share of Old Common Stock. The receipt of shares of New Common Stock was involuntary, without additional consideration and in accordance with the Plan approved by the Bankruptcy Court. ( 5 )These shares were purchased pursuant to the exercise of subscription rights purchased by the Reporting Person, which subscription rights were available for purchase by holders of the Old Common Stock on a pro rata basis pursuant to the Plan. ( 6 )On the Effective Date, all outstanding shares of the Old Common Stock were cancelled and extinguished in accordance with the Plan approved by the Bankruptcy Court. ( 7 )Ms. Robertson is the sole trustee of her children's UGMA accounts. They are the beneficial owners of these shares, but she has sole decision making authority. ( 8 )On the Effective Date, the Reporting Person also received Tranche A Warrants to purchase shares of New Common Stock in exchange for Old Common Stock held by the Reporting Person on the Effective Date at an effective exchange ratio of 0.01062003 of a Tranche A Warrant for each share of Old Common Stock. The Tranche A Warrants are exercisable for one share of New Common Stock from the date of issuance until 5:00 p.m., New York time, on the expiration date. The receipt of Tranche A Warrants was involuntary, without additional consideration and in accordance with the Plan approved by the Bankruptcy Court. ( 9 )On the Effective Date, the Reporting Person also received Tranche B Warrants to purchase shares of New Common Stock in exchange for Old Common Stock held by the Reporting Person on the Effective Date at an effective exchange ratio of 0.00531001 of a Tranche B Warrant for each share of Old Common Stock. The Tranche B Warrants are exercisable for one share of New Common Stock from the date of issuance until 5:00 p.m., New York time, on the expiration date. The receipt of Tranche B Warrants was involuntary, without additional consideration and in accordance with the Plan approved by the Bankruptcy Court.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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