SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/27/2019
3. Issuer Name and Ticker or Trading Symbol
Extraction Oil & Gas, Inc. [ XOG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units 18,422,393 I See footnotes(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOLDMAN SACHS & CO. LLC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
Explanation of Responses:
1. This statement is being filed by Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs & Co. LLC ("Goldman Sachs" together with the GS Group, the "Reporting Persons"). Goldman Sachs is a subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
2. The Common Units of the Issuer reported herein as indirectly purchased were beneficially owned directly by Goldman Sachs and indirectly by GS Group.
Remarks:
/s/ Nathan R. Burby, Attorney-in-fact 12/06/2019
/s/ Nathan R. Burby, Attorney-in-fact 12/06/2019
** Signature of Reporting Person Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP,
INC. (the "Company") does hereby make, constitute and appoint
each of Jamison Yardley and Nathan R. Burby, acting
individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to
securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
November 3, 2022 and (ii) such time that it is revoked in writing
by the Company; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.

This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of November 8, 2019.


THE GOLDMAN SACHS GROUP, INC.

/s/ Karen P. Seymour
Name: Karen P. Seymour
Title: Executive Vice President, General Counsel and Secretary


KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC
(the "Company") does hereby make, constitute and appoint each of
Jamison Yardley and Nathan R. Burby, acting individually, its
true and lawful attorney, to execute and deliver in its name and
on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934,
(as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act,
giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present
by one of its authorized signatories, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
November 3, 2022 and (ii) such time that it is revoked in writing
by the Company; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.

This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of November 8, 2019.


GOLDMAN SACHS & CO. LLC


/s/ Karen P. Seymour
Name: Karen P. Seymour
Title: Managing Director