Other Properties

        We hold approximately 124,000 net acres in the DJ Basin outside of the Wattenberg, which we refer to as our "Northern Extension Area," that we believe is prospective for many of the same formations as our properties in the Wattenberg Field. As of June 30, 2016, there were de minimis proved reserves associated with this acreage. Average daily production associated with these properties for the quarter ended June 30, 2016 was approximately 1,044 BOE/d. We have not identified any drilling locations at this time on our Northern Extension Area.

Historical Capital Expenditures and Capital Budget

        For the year ended December 31, 2015 and the six months ended June 30, 2016, our aggregate drilling, completion and leasehold capital expenditures were approximately $398.4 million and $137.8 million, respectively, excluding acquisitions. Our 2016 capital budget is approximately $365 million, substantially all of which we intend to allocate to the Wattenberg Field. We intend to allocate approximately $335 million of our 2016 capital budget to the drilling of 100 gross (90 net) wells and the completion of 92 gross (82 net) wells, approximately $5 million to midstream, and approximately $25 million to leaseholds. Our 2016 capital expenditures budget contemplates that we will drill approximately 77 gross (70 net) wells targeting proved undeveloped locations in 2016. Such wells are associated with 24,083 MBoe of net proved undeveloped reserves. As of August 15, 2016, 40 gross (36 net) of such wells have been spud. Our capital budget excludes any amounts that were or may be paid for potential acquisitions, including the Bayswater Acquisition.

        Our 2017 capital budget is approximately $590 million, substantially all of which we intend to allocate to the Wattenberg Field. We intend to allocate approximately $535 million of our 2017 capital budget to the drilling of 138 gross (102 net) operated wells and the completion of 120 gross (102 net) operated wells, approximately $2 million to midstream, and approximately $53 million to leaseholds. Our 2017 capital expenditures budget contemplates that we will drill approximately 98 gross (74 net) operated wells targeting proved undeveloped locations in 2017. Such wells are associated with 37,967 MBoe of net proved undeveloped reserves. In addition to the operated wells above, our capital budget includes estimated non-operated activity on our acreage consisting of the drilling of 69 gross (18 net) non-operated wells and the completion of 51 gross (15 net) non-operated wells. Our capital budget excludes any amounts that may be paid for potential acquisitions.

        The amount and timing of these capital expenditures is within our control and subject to our management's discretion. We retain the flexibility to defer a portion of these planned capital expenditures depending on a variety of factors, including but not limited to the success of our drilling activities, prevailing and anticipated prices for oil, natural gas and NGL, the availability of necessary equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of participation by other interest owners. Any postponement or elimination of our development drilling program could result in a reduction of proved reserve volumes and related standardized measure. These risks could materially affect our business, financial condition and results of operations.

Our Business Strategies

        Our business strategy is to increase stockholder value through the following:

•

Grow proved reserves and production by developing our extensive horizontal drilling inventory.   As of June 30, 2016, we identified a horizontal drilling inventory of 3,510 gross locations targeting the Niobrara and Codell zones, as adjusted to one-mile equivalents. While horizontal development of the Wattenberg Field is a relatively recent development, we consider our large inventory of horizontal drilling locations in the Wattenberg Field to be relatively low-risk based on information gained from the large number of existing wells in the area, industry activity

surrounding our acreage, and the consistent and predictable geology surrounding our positions. We believe the combination of our large inventory of relatively low-risk drilling locations with long-lived reserves leads to a predictable production profile. We are able to enhance our drilling economics and generate higher EURs per well drilled by taking advantage of our large contiguous acreage position to drill longer laterals. Based on results from our horizontal drilling program and those of offset operators such as Anadarko Petroleum and Noble Energy, we believe significant development opportunities exist in the J-Sand, Greenhorn and Sussex formations as well as via additional downspacing in the Niobrara formation, thus potentially increasing our horizontal drilling inventory significantly.

•

Maintain a high degree of operational control in order to continuously improve operating and cost efficiencies.   We operated approximately 95% of our horizontal production for the six months ended June 30, 2016 and intend to maintain operational control of substantially all of our producing properties. We believe that retaining control of our production enables us to increase recovery rates, lower well costs, improve drilling performance and increase ultimate hydrocarbon recovery through optimization of our drilling and completion techniques. Additionally, operating our production allows us to more efficiently manage the pace of our horizontal development program and the gathering and marketing of our production. We continually monitor and adjust our drilling program with the objective of achieving the highest total returns on our portfolio of drilling opportunities.



•

Leverage our experience operating in the Wattenberg Field to maximize returns.   Members of our management and technical teams have spent the majority of their careers focused on operations in the Wattenberg Field. These team members were key participants in the shift from vertical to horizontal drilling that recently occurred during their tenures at key Wattenberg operators, including Anadarko Petroleum, Noble Energy, PDC Energy and others. As a result, we believe our management and technical teams are among the best operators in the Wattenberg Field today. Our team regularly benchmarks our operating data in order to evaluate our performance and identify opportunities to optimize our drilling and completion techniques and make informed decisions about our capital program and drilling activity levels. We intend to leverage our management and technical teams' experiences in applying unconventional drilling and completion techniques in the Wattenberg Field to maximize our returns. As an example, our management team initially designed and utilized new and improved drilling and completion techniques, which were different than the industry standard, to avoid having to compete with larger operators on prices for services and products.



•

Continue expanding our access to midstream infrastructure to keep pace with our production growth.   We proactively seek to secure the necessary midstream and operational infrastructure necessary to support our drilling schedule and keep pace with our expected production growth. We are an anchor tenant on the Grand Mesa pipeline, which will transport oil and gas out of the Wattenberg Field to Cushing, Oklahoma and which is expected to be in service in late 2016. We are committed to meet delivery commitments of 40,000 Bbls/d out of the basin when the Grand Mesa pipeline commences service, increasing to 58,000 Bbls/d by November 2018 and through 2026.



•

Strategically augment acreage position through opportunistic acquisitions.   Since inception, we have consummated five significant acquisitions in the Wattenberg Field, acquiring approximately 70,000 net acres, as of June 30, 2016. We intend to continue to strategically make opportunistic acquisitions as well as pursue additional leasing opportunities to further supplement our oil and

natural gas properties in our areas of operation, but expect such expenditures to represent a smaller proportion of our total capital budget.

•

Maintain financial flexibility and apply a disciplined approach to capital allocation.   We intend to maintain a conservative financial profile that will afford us flexibility through commodity price cycles. As of June 30, 2016, after giving effect to this offering, the Financing Transactions (as defined below) and the use of the proceeds therefrom, and the consummation of the Bayswater Acquisition, we would have had $             million of liquidity, with $             million of cash and cash equivalents and $             million of available borrowing capacity under our revolving credit facility. Consistent with our disciplined approach to financial management, we have an active commodity hedging program that seeks to reduce our exposure to downside commodity price fluctuations, enabling us to protect cash flows and maintain liquidity to fund our capital program and investment opportunities.

Our Competitive Strengths

        We believe that the following strengths will allow us to successfully execute our business strategies:

•

Large, contiguous acreage blocks concentrated in the Wattenberg Field.   We own extensive and contiguous acreage blocks in the Wattenberg Field, which we believe to be one of the most prolific and economic fields in the nation. Based on the results of our horizontal drilling program, and as evidenced by our 30-day, 90-day and 180-day production rates, we believe our wells are among the most productive in the Wattenberg Field. Our large, contiguous acreage blocks and focus on maintaining operational control allow us the flexibility to adjust our drilling and completion techniques, primarily through the length of our laterals, in order to optimize our well results and drilling economics. Additionally, our contiguous acreage allows us to leverage existing infrastructure for more cost efficient development and transportation as compared to non-contiguous acreage. We believe our approximately 100,000 net acres in the Wattenberg Field as of June 30, 2016 position us to continue growing our proved reserves and production in the current commodity price environment.



•

Low-risk Wattenberg acreage position with multi-year inventory of liquids-rich drilling locations.   We view our large identified horizontal drilling inventory targeting liquids-rich drilling opportunities to be relatively low-risk based on information gained from the large number of existing wells in the area, industry activity surrounding our acreage, and the consistent and predictable geology underlying our positions. We have used the subsurface and 3-D seismic data from our development programs, as well as vertical well penetration, to demonstrate the subsurface consistency of our inventory. We currently have 3-D seismic data on all locations in our drilling plan, which we believe reduces the risk associated with our development plan. As of June 30, 2016, our horizontal drilling inventory consisted of 3,510 gross (2,236 net) identified locations targeting the Niobrara and Codell formations, as adjusted to one-mile equivalents. Based on the results from our horizontal drilling program and those of offset operators such as Anadarko Petroleum and Noble Energy, we believe significant development opportunities exist in the J-Sand, Greenhorn and Sussex formations as well as via additional downspacing in the Niobrara formation. Based on a four day spud-to-spud and a two-rig drilling program, we have a drilling inventory of approximately 19 years, prior to considering locations other than those in the Niobrara and Codell formations.



•

Significant operational control with low development costs.   We operated 95% of our horizontal production for the six months ended June 30, 2016. We intend to maintain operational control of a substantial majority of our drilling inventory. We believe that maintaining operating control enables us to increase our reserves while lowering our development costs. Our control over operations also allows us to utilize cost-effective operating practices, including the selection of

drilling locations, timing of development and associated capital expenditures and continuous improvement of drilling, completion and stimulation techniques. Our average feet drilled per day has increased to 6,096 as of June 30, 2016 from 1,456 as of March 31, 2014. We have been successful in achieving significant reductions in our drilling, completion and facilities costs. In addition, our drilling contract structure allows us to proactively adjust our rig count based on the commodity price environment. These factors contribute to our ability to grow production and reserves in lower commodity price environments.

•

High caliber management team with substantial technical expertise and demonstrated record navigating through commodity price volatility.   Our management and technical teams have extensive experience and a history of working together on the cost-efficient management of large scale drilling programs in the Wattenberg Field. Our management and technical teams are also experienced in the disciplined allocation of capital focused on growing reserves and production and identifying, executing and integrating acquisitions. Members of our management team have significant experience in the Wattenberg Field and were key participants in the shift from vertical to horizontal drilling that recently occurred during their tenures at industry leaders, including Anadarko Petroleum, Noble Energy, PDC Energy and others. Our management and technical teams have collectively participated in the drilling of over 500 horizontal wells in the Niobrara and Codell formations in the field. Through the significant decrease and volatility in commodity prices in late 2014, we have demonstrated our ability to responsibly grow our production and proved reserves while maintaining a conservative balance sheet.



•

Financial strength and flexibility.   We have a strong financial position and a prudent financial management strategy, which will allow us to actively allocate capital in order to grow our proved reserves and production, both organically and through strategic acquisitions. As of June 30, 2016, after giving effect to this offering, the Financing Transactions described below and the use of the proceeds therefrom, and the consummation of the Bayswater Acquisition, we would have had $             million of liquidity, with $             million of cash and cash equivalents and $             million of available borrowing capacity under our revolving credit facility. We believe this borrowing capacity, along with our cash flow from operations and existing cash on the balance sheet, will provide us with sufficient liquidity to execute on our 2016 and 2017 capital program. We have an established hedging program to protect our future cash flows and provide some certainty for the budgeting of our capital plan.

Recent Developments

2016 Equity Offering

        In April, June and July 2016, we closed a private offering of units to existing and new members that resulted in net proceeds of approximately $120 million (the "2016 Equity Offering"). The proceeds of the 2016 Equity Offering were used for general business purposes, including to repay amounts borrowed under our revolving credit facility.

2016 Notes Offering

        On July 18, 2016, we closed a private offering (the "2016 Notes Offering") of $550 million principal amount of 7.875% senior unsecured notes due 2021 (the "2021 Notes"), which resulted in net proceeds to us of approximately $537 million after deducting estimated expenses and the initial purchasers' discount. We used a portion of the net proceeds from the 2016 Notes Offering to repay all of the outstanding borrowings and related premium, fees and expenses under our second lien notes (the "Second Lien Notes") which were terminated concurrently with such repayment, and we applied the remaining proceeds to repay borrowings under our revolving credit facility and for general business purposes.

Bayswater Acquisition

Bayswater Assets

        On July 29, 2016, we entered into a definitive agreement with Bayswater Exploration & Production, LLC and certain of its affiliates to acquire additional oil and gas properties primarily located in the Wattenberg Field (the "Bayswater Assets") for total consideration of $420 million in cash, subject to customary purchase price adjustments (the "Bayswater Acquisition"). Upon completion of the Bayswater Acquisition, we will be acquiring producing and non-producing assets primarily located in the central and northwest portions of the Wattenberg Field from an existing working interest partner, primarily around our existing Greeley and Windsor areas.

        The Bayswater Assets consist of working interests in approximately 6,100 net acres and produced approximately 10,000 net BOE/d during the month ended July 31, 2016, of which approximately 73% was oil or NGLs. As of July 29, 2016, the Bayswater Assets included 36 gross (20 net) drilled but uncompleted wells, representing 53 gross (32 net) wells on a 1-mile equivalent basis. We expect the majority of these drilled but uncompleted wells to be brought online in the first half of 2017. In addition, the Bayswater Assets will result in an additional 1,119 gross drilling locations (or 119 net locations on a 1-mile equivalent basis). A majority of these locations are located on acreage in which we already own a majority working interest and operate, resulting in an additional 90 unique gross drilling locations.

        Based on a reserve report from Ryder Scott, there are approximately 25,992 MBoe of proved reserves associated with the Bayswater Assets as of June 30, 2016, of which 57% were undeveloped.

        We expect to close the Bayswater Acquisition contemporaneously with the closing of this offering. However, the completion of the Bayswater Acquisition is subject to a number of conditions, and we may not be able to consummate it if such conditions are not met. We expect to use a portion of the net proceeds of this offering to fund the purchase price of the Bayswater Acquisition, and intend to fund the balance of the purchase price through the issuance of up to $350 million in convertible preferred securities and borrowings under our revolving credit facility. See "Use of Proceeds."

Option to Acquire Additional Assets from Bayswater

        If and when we consummate the Bayswater Acquisition, we are required to pay $10 million for an option to purchase additional assets from Bayswater (the "Additional Bayswater Assets") for an additional $190 million, for a total purchase price for the Additional Bayswater Assets of $200 million. The option may be exercised at any time until March 31, 2017. If we do not exercise our option to acquire the Additional Bayswater Assets, Bayswater will have the right until April 30, 2017 to elect to sell those assets to us for an additional $120 million, for a total purchase price for the Additional Bayswater Assets of $130 million. The Additional Bayswater Assets include working interests in approximately 9,100 net acres primarily in the Wattenberg Field.

Convertible Preferred Securities

        We have agreed to issue to affiliates of Apollo Capital Management ("Apollo") up to $125 million in convertible preferred securities (the "Series A Preferred Units") to fund a portion of the purchase price for the Bayswater Acquisition. The Series A Preferred Units are entitled to receive a cash dividend of 10% per year, payable quarterly in arrears. We will use $        of the net proceeds of this offering to redeem the Series A Preferred Units in full, which amount includes a premium of $         million.

        In addition, we have agreed to issue to, among others, investment funds affiliated with OZ Management LP up to $225 million in convertible preferred securities (the "Series B Preferred Units") to fund a portion of the purchase price for the Bayswater Acquisition. The Series B Preferred Units are

entitled to receive a cash dividend of 10% per year, payable quarterly in arrears, and we have the ability to pay up to 50% of the quarterly dividend in kind. The Series B Preferred Units will be converted in connection with the closing of this offering into shares of our Series A Convertible Preferred Stock (the "Series A Preferred Stock") that are entitled to receive a cash dividend of 5.875% per year, payable quarterly in arrears, and we have the ability to pay such quarterly dividends in kind at a dividend rate of 10% (decreased proportionately to the extent such quarterly dividends are paid in cash). Beginning on or after the later of a) 90 days after the closing of this offering and b) the expiration of the lock-up period contained in the underwriting agreement entered into in connection with this offering (the "Lock-Up Period End Date"), the Series A Preferred Stock will be convertible into shares of our common stock at the election of the holders of the Series A Preferred Stock (the "Series A Preferred Holders") at a conversion ratio per share of Series A Preferred Stock of            . Beginning on or after the Lock-Up Period End Date, we may elect to convert the Series A Preferred Stock at a conversion ratio per share of Series A Preferred Stock of            , but only if the closing price of our common stock trades at or above a certain premium to our initial offering price, such premium to decrease with time. In certain situations, including a change of control, the Series A Preferred Stock may be redeemed for cash in an amount equal to the greater of (i) 135% of the liquidation preference of the Series A Preferred Stock and (ii) a 17.5% annualized internal rate of return on the liquidation preference of the Series A Preferred Stock. The Series A Preferred Stock mature on October 15, 2021, at which time they are mandatorily redeemable for cash at par. See "Description of Capital Stock—Preferred Stock—Series A Preferred Stock."

        We refer to the 2016 Notes Offering, the 2016 Equity Offering and the issuance of the Series A Preferred Units and Series B Preferred Units as the "Financing Transactions."

Amendment to Revolving Credit Facility

        On September 14, 2016, we entered into an amendment to our revolving credit facility that, among other things, increased the borrowing base to $350 million. The amendment also provides that upon consummation of the Bayswater Acquisition, the borrowing base will be increased to $450 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving Credit Facility."

Corporate Reorganization

        At or prior to the closing of this offering:

•

XOG will convert from a Delaware limited liability company into a Delaware corporation;



•

We will redeem the Series A Preferred Units in full with a portion of the net proceeds of this offering; and



•

Holdings will merge with and into us, and we will be the surviving entity to such merger, with the equity holders in Holdings, other than the holders of the Series B Preferred Units (which will be converted in connection with the closing of this offering into shares of Series A Preferred Stock), but including the holders of restricted units and incentive units, receiving an aggregate number of shares of our common stock based on an implied valuation for us based on the initial public offering price set forth on the cover page of this prospectus and the current relative levels of ownership in Holdings, pursuant to the terms of the limited liability company agreement of Holdings, with the allocation of such shares among our existing equity holders to be later determined, pursuant to the terms of the limited liability company agreement of Holdings, by reference to an implied valuation for us based on the 10-day volume weighted average price of our common stock following the closing of this offering. See "Corporate Reorganization—Existing Owners Ownership."

        As part of Holdings' merger with and into us, Holdings' other subsidiaries will become our direct or indirect subsidiaries.

        The following diagram indicates our simplified ownership structure immediately after this offering and the transactions described above (assuming that the underwriters' option to purchase additional shares is not exercised):

---

(1)

Includes funds managed by Yorktown Partners LLC, investment funds affiliated with OZ Management LP, BlackRock, Inc., Neuberger Berman Group LLC and management, among others.

(2)

Includes        shares of our common stock issuable upon conversion of all of the shares of our Series A Preferred Stock, assuming that all of the shares of Series A Preferred Stock were converted by the Series A Preferred Holders immediately after the consummation of this offering at a conversion ratio per share of Series A Preferred Stock of            .

        For more information, please see "Corporate Reorganization."

Risk Factors

        An investment in our common stock involves a number of risks that include the speculative nature of oil and natural gas exploration, competition, volatile commodity prices and other material factors.

Importantly, due to an abundance of supply in the global crude oil market and the domestic natural gas market, oil and natural gas prices have decreased significantly. While we continue to believe our inventory of drilling opportunities is repeatable and relatively low-risk, should oil and natural gas prices materially decrease even further, we may reevaluate our development drilling program. Any postponement or elimination of our development drilling program could result in a reduction of proved reserve volumes and related standardized measure. You should carefully consider, in addition to the other information contained in this prospectus, the risks described in "Risk Factors" before investing in our common stock. These risks could materially affect our business, financial condition and results of operations and cause the trading price of our common stock to decline. You could lose part or all of your investment. You should bear in mind, in reviewing this prospectus, that past experience is no indication of future performance. You should read "Cautionary Note Regarding Forward-Looking Statements" for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this prospectus.

Corporate Sponsorship and Structure Information

        We were formed as a Delaware limited liability company in November 2012 and will convert into a Delaware corporation in connection with this offering. Our principal executive offices are located at 370 17th Street, Suite 5300, Denver, CO 80202 and our telephone number at that address is (720) 557-8300. We have a valuable relationship with funds managed by Yorktown Partners LLC ("Yorktown"), a private investment manager founded in 1991 that invests exclusively in the energy industry with an emphasis on North American oil and gas production and midstream businesses. Upon completion of this offering, Yorktown will own an approximate        % equity interest in us. Please see "Security Ownership of Certain Beneficial Owners and Management."

        Yorktown has raised 11 private equity funds totaling over $8 billion. The investors of Yorktown's funds include university endowments, foundations, families, insurance companies and other institutional investors. Yorktown's investment professionals review a large number of potential energy investments and are actively involved in decisions relating to the acquisition and disposition of oil and natural gas assets by the various portfolio companies in which Yorktown's funds own interests. With their extensive investment experience in the oil and natural gas industry and their extensive network of industry relationships, we believe that Yorktown's funds are well positioned to assist us in identifying and evaluating acquisition opportunities and in making strategic decisions. Yorktown's funds are not obligated to sell any properties to us and they are not prohibited from competing with us to acquire oil and natural gas properties. Investment funds managed by Yorktown manage numerous other portfolio companies that are engaged in the oil and natural gas industry and, as a result, Yorktown and its funds may present acquisition opportunities to other Yorktown portfolio companies that compete with us.

Emerging Growth Company Status

        We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act (the "JOBS Act"). For as long as we are an emerging growth company, unlike other public companies that are not emerging growth companies under the JOBS Act, we are not required to:

•

provide an auditor's attestation report on management's assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act");



•

provide more than two years of audited financial statements and related management's discussion and analysis of financial condition and results of operations nor more than two years of selected financial data;



•

comply with any new requirements adopted by the Public Company Accounting Oversight Board (the "PCAOB") requiring mandatory audit firm rotation or a supplement to the auditor's report

in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;

•

provide certain disclosure regarding executive compensation required of larger public companies or hold shareholder advisory votes on executive compensation required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"); or



•

obtain shareholder approval of any golden parachute payments not previously approved.

        We will cease to be an emerging growth company upon the earliest of:

•

the last day of the fiscal year in which we have $1.0 billion or more in annual revenues;



•

the date on which we become a "large accelerated filer" (the fiscal year-end on which the total market value of our common equity securities held by non-affiliates is $700 million or more as of June 30);



•

the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period; or



•

the last day of the fiscal year following the fifth anniversary of our initial public offering.

        In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act"), for complying with new or revised accounting standards, but we have irrevocably opted out of the extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates in which adoption of such standards is required for other public companies.

Corporate Information

        Our principal executive offices are located at 370 17th Street, Suite 5300, Denver, Colorado 80202, and our telephone number at that address is (720) 557-8300. Our website is located at www.extractionog.com . We expect to make our periodic reports and other information filed with or furnished to the SEC available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on, or otherwise accessible through, our website or any other website is not incorporated by reference herein and does not constitute a part of this prospectus.