Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - Extraction Oil & Gas, Inc. | xog-12312017x10xkaxex312.htm |
| EX-31.1 - EXHIBIT 31.1 - Extraction Oil & Gas, Inc. | xog-12312017x10kaxex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
x | ANNUAL 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) | ||
DELAWARE | 46-1473923 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
370 17th Street, Suite 5300 Denver, Colorado | 80202 | |
(Address of principal executive offices) | (Zip Code) | |
(720) 557-8300 | ||
(Registrant’s telephone number, including area code) | ||
Title of each class | Name of exchange on which registered | |
Common Stock, par value $0.01 | NASDAQ 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 filer | x | Accelerated 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
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.
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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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
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† 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. ERICKSON | |
Mark A. Erickson | ||
Chairman and Chief Executive Officer (Principal Executive Officer) | ||
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