Filing Details

EXTRACTION OIL & GAS, INC.

Common Stock, $0.01 par value per share

December 31, 2018

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

NAME OF REPORTING PERSON

Bronco Investments II (EQ), LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

    0

SHARED VOTING POWER

    6,191,950

SOLE DISPOSITIVE POWER

    0

SHARED DISPOSITIVE POWER

    6,191,950

  (9)    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    6,191,950

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    3.4%

(12)

TYPE OF REPORTING PERSON

    OO

NAME OF REPORTING PERSON

Bronco Investments (EQ), LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

    0

SHARED VOTING POWER

    1,028,951

SOLE DISPOSITIVE POWER

    0

SHARED DISPOSITIVE POWER

    1,028,951

  (9)    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,028,951

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    0.6%

(12)

TYPE OF REPORTING PERSON

    OO

NAME OF REPORTING PERSON

OZ Management LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

    0

SHARED VOTING POWER

    7,220,901

SOLE DISPOSITIVE POWER

    0

SHARED DISPOSITIVE POWER

    7,220,901

  (9)    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    7,220,901

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    4.0%

(12)

TYPE OF REPORTING PERSON

    IA

NAME OF REPORTING PERSON

Och-Ziff Holding Corporation

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

    0

SHARED VOTING POWER

    7,220,901

SOLE DISPOSITIVE POWER

    0

SHARED DISPOSITIVE POWER

    7,220,901

  (9)    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    7,220,901

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    4.0%

(12)

TYPE OF REPORTING PERSON

    CO

NAME OF REPORTING PERSON

Och-Ziff Capital Management Group LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

    0

SHARED VOTING POWER

    7,220,901

SOLE DISPOSITIVE POWER

    0

SHARED DISPOSITIVE POWER

    7,220,901

  (9)    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    7,220,901

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    4.0%

(12)

TYPE OF REPORTING PERSON

    OO

NAME OF REPORTING PERSON

Daniel S. Och

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

    0

SHARED VOTING POWER

    7,220,901

SOLE DISPOSITIVE POWER

    0

SHARED DISPOSITIVE POWER

    7,220,901

  (9)    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    7,220,901

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    4.0%

(12)

TYPE OF REPORTING PERSON

    IN

(a).

EXTRACTION OIL & GAS, INC.

(b).

ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:

370 17th Street, Suite 5300

Denver, CO 80202

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the Reporting Persons:

(i) Bronco Investments II (EQ), LLC (Bronco II) is a Delaware limited liability company that is owned by certain investment funds affiliated with OZ Management LP and OZ Management II LP, each a Delaware limited partnership.

(ii)  Bronco Investments (EQ), (Bronco) LLC is a Delaware limited liability company that is owned by certain investment funds affiliated with OZ Management LP, a Delaware limited partnership.

(iii)  OZ Management LP (OZ), a Delaware limited partnership, is the principal investment manager to a number of investment funds and discretionary accounts (collectively, the Accounts).

(iv) Och-Ziff Holding Corporation (OZHC), a Delaware corporation, serves as the general partner of OZ. The shares of common stock reported in this Schedule 13G are held in the Accounts managed by OZ.

(v)   Och-Ziff Capital Management Group LLC (OZM), a Delaware limited liability company, is a holding company that is the sole shareholder of OZHC.

(vi) Daniel S. Och is an Executive Managing Director and Chairman of OZM.

The citizenship of each of OZ, OZHC, OZM and is set forth above. Daniel S. Och is a United States citizen.

The address of the principal business office of each of the Reporting Persons is 9 West 57^th Street, 39^th Floor, New York, NY 10019.

(d).

COMMON STOCK, $0.01 par value per share

(e).

30227M105

☐   Broker or dealer registered under Section 15 of the Act;

☐   Bank as defined in Section 3(a)(6) of the Act;

☐   Insurance Company as defined in Section 3(a)(19) of the Act;

☐   Investment Company registered under Section 8 of the Investment Company Act of 1940;

☐   Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E);

☐   Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);

☐   Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);

☐   Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act;

☐   Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

☐   Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

OZ and OZ Management II LP (OZII) each serves as the principal investment manager to the Accounts. OZII is a wholly-owned subsidiary of OZ and, as such, OZ may be deemed to be the beneficial owner of Class A common stock par value $0.01 par value per share (shares) held in the Accounts managed by OZII. OZ is the sole member of Och-Ziff Holding II LLC (OZHII), the general partner of OZII. As a result, OZ has voting and dispositive authority over the shares reported in this Schedule 13G. OZHC serves as the sole general partner of OZ. As such, OZHC may be deemed to control OZ and, therefore, may be deemed to be the beneficial owner of the shares reported in this Schedule 13G. OZM is the sole shareholder of OZHC, and, for purposes of this Schedule 13G, may be deemed to be the beneficial owner of the shares reported in this Schedule 13G. Mr. Daniel S. Och is the Chief Executive Officer and an Executive Managing Director of OZM. As such, for purposes of this Schedule 13G, he may be deemed to control such entity and, therefore, be deemed to be the beneficial owner of the shares reported in this Schedule 13G.

Bronco Investments II (EQ), LLC (Bronco II) is a Delaware limited liability company that is owned by certain investment funds affiliated with OZ Management LP and OZ Management II LP, each a Delaware limited partnership. OZ and OZII are the principal investment managers to a number of investment funds and discretionary accounts (collectively, the Accounts). OZII is a wholly-owned subsidiary of OZ and, as such, OZ may be deemed to be the beneficial owner of the Units held in the Accounts managed by OZII. OZs sole general partner is Och-Ziff Holding Corporation, a Delaware corporation, whose sole shareholder is Och-Ziff Capital Management Group LLC, a Delaware limited liability company. OZ is the sole member of Och-Ziff Holding II LLC, a Delaware limited liability company, which serves as the general partner of OZII. The shares of common stock offered hereby are beneficially held in Accounts managed by OZ and OZII. Each of OZ, OZII, OZHC, OZHII, OZM and Daniel S. Och, in his capacity as the Chairman and an Executive Managing Director of OZM, may be deemed to be a beneficial owner of the Registrable Securities held by Bronco Investments II (EQ), LLC.

Bronco Investments (EQ), (Bronco) LLC is a Delaware limited liability company that is owned by certain investment funds affiliated with OZ Management LP, a Delaware limited partnership. OZ Managements sole general partner is Och-Ziff Holding Corporation, a Delaware corporation, whose sole shareholder is Och-Ziff Capital Management Group LLC, a Delaware limited liability company. Each of OZ Management, OZHC, OZM and Daniel S. Och, in his capacity as Chairman and an Executive Managing Director of OZM, may be deemed to be a beneficial owner of the common stock held by Bronco Investments (EQ), LLC.

The percentages used in this Item 4 are calculated based on 175,814,000 shares of common stock par value $0.01 as reported in the Issuers Form 10Q on November 6, 2018 plus full conversion of preferred shares held by Bronco II. Beneficial ownership information is presented as of December 31, 2018.

BRONCO II

Amount beneficially owned:

Percent of class:

Number of shares as to which such person has:

sole power to vote or to direct the vote

shared power to vote or to direct the vote

sole power to dispose or to direct the disposition of

shared power to dispose or to direct the disposition of

BRONCO

Amount beneficially owned:

Percent of class:

Number of shares as to which such person has:

sole power to vote or to direct the vote

shared power to vote or to direct the vote

sole power to dispose or to direct the disposition of

shared power to dispose or to direct the disposition of

OZ

Amount beneficially owned:

Percent of class:

Number of shares as to which such person has:

sole power to vote or to direct the vote

shared power to vote or to direct the vote

sole power to dispose or to direct the disposition of

shared power to dispose or to direct the disposition of

OZHC

Amount beneficially owned:

Percent of class:

Number of shares as to which such person has:

sole power to vote or to direct the vote

shared power to vote or to direct the vote

sole power to dispose or to direct the disposition of

shared power to dispose or to direct the disposition of

OZM

Amount beneficially owned:

Percent of class:

Number of shares as to which such person has:

sole power to vote or to direct the vote

shared power to vote or to direct the vote

sole power to dispose or to direct the disposition of

shared power to dispose or to direct the disposition of

Daniel S. Och

Amount beneficially owned:

Percent of class:

Number of shares as to which such person has:

sole power to vote or to direct the vote

shared power to vote or to direct the vote

sole power to dispose or to direct the disposition of

shared power to dispose or to direct the disposition of

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☒.