Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
The information
required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.: 30227M105
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Luminus Management, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
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Delaware
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5
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Sole Voting Power
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0 shares
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6
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Shared Voting Power
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Number of
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Shares
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0 shares
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Beneficially
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Owned by
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Refer to Item 4 below.
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Each
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7
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Sole Dispositive Power
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Reporting
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Person
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0 shares
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With
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8
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Shared Dispositive Power
0 shares
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4576,613 shares
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Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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0 shares
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Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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☐
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11
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Percent of Class Represented by Amount in Row (9)*
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0%
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Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
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IA
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CUSIP No.: 30227M105
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Luminus Energy Partners Master Fund, Ltd.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
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Bermuda
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5
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Sole Voting Power
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0 shares
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6
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Shared Voting Power
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Number of
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Shares
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0 shares
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Beneficially
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Owned by
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Refer to Item 4 below.
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Each
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7
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Sole Dispositive Power
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Reporting
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Person
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0 shares
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With
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8
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Shared Dispositive Power
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0 shares
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Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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0 shares
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Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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☐
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11
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Percent of Class Represented by Amount in Row (9)*
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0%
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Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
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OO
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CUSIP No.: 30227M105
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Jonathan Barrett
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
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United States
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5
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Sole Voting Power
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0 shares
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6
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Shared Voting Power
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Number of
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Shares
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0 shares
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Beneficially
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Owned by
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Refer to Item 4 below.
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Each
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7
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Sole Dispositive Power
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Reporting
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Person
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0 shares
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With
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8
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Shared Dispositive Power
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0 shares
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Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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0 shares
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Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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☐
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11
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Percent of Class Represented by Amount in Row (9)*
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0%
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Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
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IN
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Item 1.
(a) Name of Issuer:
Extraction Oil & Gas Inc.
(b) Address
of Issuer’s Principal Executive Offices:
370 17th Street
Suite 5300
Denver, CO 80202
Item 2.
(a) Name
of Person Filing:
Luminus Management, LLC
Luminus Energy Partners
Master Fund, Ltd.
Jonathan Barrett
(b) Address
of Principal Business Office or, if none, Residence:
1700 Broadway, 26th Floor
New York, NY 10019
(c) Citizenship:
Luminus Management, LLC—Delaware
Luminus Energy Partners
Master Fund, Ltd. – Bermuda
Jonathan Barrett –
United States
(d) Title
of Class of Securities:
Common Stock
(e) CUSIP
Number:
30227M105
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
(a) ¨
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) ¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ¨
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
¨ Investment company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8);
(e) x
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ¨
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ¨
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
(i)
¨ A church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) ¨
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k) ¨
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
As of December 31, 2019,
Luminus Energy Partners Master Fund, Ltd. owned zero shares of Common Stock, which is 0% of the Issuer’s outstanding Common
Stock.
(a) Amount
Beneficially Owned***
Luminus Management,
LLC – 0 shares
Luminus Energy Partners
Master Fund, Ltd. – 0 shares
Jonathan Barrett –
0 shares
(b) Percent
of Class
Luminus Management,
LLC – 0%
Luminus Energy Partners
Master Fund, Ltd. – 0%
Jonathan Barrett –
0%
(c) Number
of shares as to which such person has:
(i) sole
power to vote or to direct the vote:
Luminus Management,
LLC - 0 shares
Luminus Energy Partners
Master Fund, Ltd. - 0 shares
Jonathan Barrett -
0 shares
(ii) shared
power to vote or to direct the vote:
Luminus Management, LLC
– 0 shares
Luminus Energy Partners
Master Fund, Ltd. – 0 shares
Jonathan Barrett –
0 shares
(iii) sole power to dispose or to
direct the disposition of:
Luminus Management, LLC
- 0 shares
Luminus Energy Partners
Master Fund, Ltd. - 0 shares
Jonathan Barrett - 0 shares
(iv) shared
power to dispose or to direct the disposition of:
Luminus Management, LLC
– 0 shares
Luminus Energy Partners
Master Fund, Ltd. – 0 shares
Jonathan Barrett –
0 shares
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***
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Shares reported herein are held by Luminus Energy Partners Master Fund, Ltd.
for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus
Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent
of its or his pecuniary interest therein.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 X.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Item 10. Certifications.
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under §§240.14a-11.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
February 14, 2020
Luminus
Management, LLC
By: /s/ Jonathan Barrett
Name: Jonathan Barrett
Title: President
Luminus
Energy Partners Master Fund, Ltd.
By: /s Jonathan Barrett
Name: Jonathan Barrett
Title: Director
Jonathan
Barrett
By: /s/ Jonathan Barrett
Name: Jonathan Barrett
Exhiibt 1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of
February 14, 2020, is by and among Luminus Management, LLC, Luminus Energy Partners Master Fund, Ltd. and Jonathan Barrett (collectively,
the “Filers”).
Each of the Filers may be required to file
with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common
Stock of Celadon Group, Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule
13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement
on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this
Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated
by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first
above written.
LUMINUS MANAGEMENT, LLC
By: /s/ Jonathan Barrett
Name: Jonathan Barrett
Title: President
LUMINUS ENERGY PARTNERS MASTER FUND,
LTD.
By: /s/ Jonathan Barrett
Name: Jonathan Barrett
Title: Director
JONATHAN BARRETT
By: /s/ Jonathan Barrett
Name: Jonathan Barrett
