UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-K/A


Amendment No. 1


xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended  December 31, 2017


OR


☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from      to





Commission file number 001-37907


EXTRACTION OIL & GAS, INC.(Exact name of registrant as specified in its charter)


DELAWARE46-1473923(State or other jurisdiction ofincorporation or organization)(IRS EmployerIdentification No.)370 17thStreet, Suite 5300Denver, Colorado80202(Address of principal executive offices)(Zip Code)


(720) 557-8300(Registrant’s telephone number, including area code)


Title of each className of exchange on which registeredCommon Stock, par value $0.01NASDAQ Global Select Market


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act


Yes x No  ☐


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.     Yes  ☐    No x


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x No  ☐


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x No  ☐





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ☐


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filerxAccelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange act.  ☐


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No x







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The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $1.2 billion as of June 30, 2017, (based on the last sale price of such stock as quoted on the NASDAQ Global Select Market).


The total number of shares of common stock, par value $0.01 per share, outstanding as of February 23, 2018 was 172,760,468.





DOCUMENTS INCORPORATED BY REFERENCE


None.







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EXPLANATORY NOTE





This Amendment No. 1 on Form 10-K/A ("Amendment") to the Annual Report on Form 10-K of Extraction Oil & Gas, Inc. (the "Company") for the fiscal year ended December 31, 2017 (the "Form 10-K"), originally filed with the Securities and Exchange Commission (the "SEC") on February 27, 2018 is being filed for the sole purpose of including language from the introductory portion of paragraph 4 of the Section 302 certification regarding the Company's internal control over financial reporting.





Other than as expressly set forth above, no changes have been made in this Amendment to amend, modify or restate any other information or disclosures presented in the Form 10-K. This Amendment does not reflect events occurring after the original filing of the Form 10-K. As a result, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 continues to speak as of February 27, 2018. This Amendment should be read in conjunction with the Company's Form 10-K and other Company filings made with the SEC.














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Table of Contents





PART IV











ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





1.          EXHIBITS





The exhibits to this report required to be filed pursuant to Item 15(b) are listed below in the “Index to Exhibits” attached hereto and are incorporated herein by reference.





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INDEX TO EXHIBITS





ExhibitNumberDescription**2.1Agreement and Plan of Merger, dated October 17, 2016, by and between Extraction Oil & Gas, Inc. and Extraction Oil & Gas Holdings, LLC. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-37907) filed with the Commission on October 21, 2016).**3.1Certificate of Incorporation of Extraction Oil & Gas, Inc., dated October 11, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-37907) filed with the Commission on October 14, 2016).**3.2Certificate of Designations of Series A Preferred Stock of Extraction Oil & Gas, Inc., filed with the Secretary of State of the State of Delaware on October 17, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-37907) filed with the Commission on October 21, 2016).**3.3Bylaws of Extraction Oil & Gas, Inc., dated October 11, 2016 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-37907) filed with the Commission on October 14, 2016).**4.1Amended and Restated Registration Rights Agreement, dated October 17, 2016, by and among Extraction Oil & Gas, Inc. and the other persons named therein (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-37907) filed with the Commission on October 21, 2016).**4.2Registration Rights Agreement, dated October 3, 2016, by and among Extraction Oil & Gas, LLC, Extraction Oil & Gas Holdings, LLC and the other persons named therein (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-37907) filed with the Commission on October 21, 2016).**4.3Registration Rights Agreement, dated December 15, 2016, by and among Extraction Oil & Gas, Inc. and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-37907) filed with the Commission on December 16, 2016).**4.4Indenture, dated August 1, 2017, by and between Extraction Oil & Gas, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-37907) filed with the Commission on August 3, 2017).**4.5Indenture, dated as of January 25, 2018, by and among Extraction Oil & Gas, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-37907) filed with the Commission on January 25, 2018).†**10.1Extraction Oil & Gas, Inc. 2016 Long Term Incentive Plan (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (File No. 333-214089) filed with the Commission on October 13, 2016).†**10.2Form of Restricted Stock Unit Award Agreement (for Employees) (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-8 (File No. 333-214089) filed with the Commission on October 13, 2016).†**10.3Form of Restricted Stock Unit Award Agreement (for Directors) (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 (File No. 333-214089) filed with the Commission on October 13, 2016).





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†**10.4Form of Stock Option Award Agreement (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-8 (File No. 333-214089) filed with the Commission on October 13, 2016).†**10.5Employment Agreement dated as of October 11, 2016 among the Company, XOG Services, LLC, and Mark A. Erickson (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-37907) filed with the Commission on October 14, 2016).†**10.6Employment Agreement dated as of October 11, 2016 among the Company, XOG Services, LLC, and Matthew R. Owens (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-37907) filed with the Commission on October 14, 2016).†**10.7Employment Agreement dated as of October 11, 2016 among the Company, XOG Services, LLC, and Russell T. Kelley, Jr. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-37907) filed with the Commission on October 14, 2016).†**10.8Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 10-K (File No. 001-37907) filed with the Commission on February 27, 2018).†**10.9Employment Agreement effective as of November 1, 2016 among the Company and Tom L. Brock (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-37907) filed with the Commission on October 31, 2016).†**10.10Amended and Restated Employment Agreement effective as of November 1, 2016 among the Company and Tom L. Brock (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-37907) filed with the Commission on November 22, 2016).†**10.11Employment Agreement effective as of November 7, 2016 among the Company and Eric J. Christ (incorporated by reference to Exhibit 10.11 to the Company's Current Report on Form 10-K (File No. 001-37907) filed with the Commission on February 27, 2018).†**10.12Amendment to Employment Agreement effective as of February 17, 2017 among the Company and Eric J. Christ (incorporated by reference to Exhibit 10.11 to the Company's Current Report on Form 10-K (File No. 001-37907) filed with the Commission on February 27, 2018).†**10.13Amended and Restated Credit Agreement, dated as of August 16, 2017, by and between Extraction Oil & Gas, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent and issuing lender, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (file No. 001-37907) filed with the Commission on August 21, 2017).†**10.14Increase Agreement, Joinder and Amendment No. 1 to  Amended and Restated Credit Agreement, dated as of October 11, 2017, by and between Extraction Oil & Gas, Inc., as borrower, certain subsidiaries of the Company, as guarantors, Wells Fargo Bank, National Association, as administrative agent and issuing lender and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-37907) filed with the Commission on October 13, 2017).†**10.15Common Stock Subscription Agreement, dated as of December 12, 2016, by and among Extraction Oil & Gas, Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (file No. 001-37907) filed with the Commission on December 12, 2016).**21.1Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company's Current Report on Form 10-K (File No. 001-37907) filed with the Commission on February 27, 2018).**23.1Consent of PricewaterhouseCoopers LLP (incorporated by reference to Exhibit 23.1 to the Company's Current Report on Form 10-K (File No. 001-37907) filed with the Commission on February 27, 2018).





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**23.2Consent of Ryder Scott Company, L.P. (incorporated by reference to Exhibit 23.2 to the Company's Current Report on Form 10-K (File No. 001-37907) filed with the Commission on February 27, 2018).*31.1Certification of Chief Executive Officer required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.*31.2Certification of Chief Financial Officer required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.**32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to the Company's Current Report on Form 10-K (File No. 001-37907) filed with the Commission on February 27, 2018).**32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.2 to the Company's Current Report on Form 10-K (File No. 001-37907) filed with the Commission on February 27, 2018).**99.1Report of Ryder Scott Company, L.P. (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 10-K (File No. 001-37907) filed with the Commission on February 27, 2018).**101Interactive Data Files (incorporated by reference to Exhibit 101 to the Company's Current Report on Form 10-K (File No. 001-37907) filed with the Commission on February 27, 2018).





†     Management contract or compensatory plan or agreement.


*     Filed herewith.


**   Previously filed.














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SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Date: May 14, 2018.





Extraction Oil & Gas, Inc.By:/s/ MARK A. ERICKSONMark A. EricksonChairman and Chief Executive Officer(Principal Executive Officer)














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