CRBO / Carbon Energy Corporation - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Carbon Energy Corporation
US ˙ OTCPK

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CIK 86264
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Carbon Energy Corporation
SEC Filings (Chronological Order)
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September 29, 2020 DEF 14A

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant S Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) S Definitive Proxy Statem

September 29, 2020 SC 13E3/A

- AMENDMENT NO. 3 TO SCHEDULE 13-E3

Securities and Exchange Commission Washington, D.C. 20549 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 3) Carbon Energy Corporation (Name of the Issuer) Carbon Energy Corporation (Names of Persons Filing Statement) Common Stock (Title of Class of Securities) 14110Q100 (CUSIP Number of Class of Securities) Erich Kirsch Principal Financia

August 25, 2020 8-K

Regulation FD Disclosure - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 25, 2020 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

August 18, 2020 8-K

Regulation FD Disclosure - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 18, 2020 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

August 17, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 4, 2020 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

August 17, 2020 PRER14A

- PRELIMINARY REVISED PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Amendment #1 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitiv

August 17, 2020 SC 13E3/A

- AMENDMENT TO SC 13E3

Securities and Exchange Commission Washington, D.C. 20549 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 1) Carbon Energy Corporation (Name of the Issuer) Carbon Energy Corporation (Names of Persons Filing Statement) Common Stock (Title of Class of Securities) 14110Q100 (CUSIP Number of Class of Securities) Erich Kirsch Principal Financia

August 17, 2020 CORRESP

HART & HART, LLC ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203

CORRESP 1 filename1.htm HART & HART, LLC ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 William T. Hart, P.C. [email protected] Will Hart (303) 839-0061 Fax: (303) 839-5414 August 17, 2020 Daniel F. Duchovny Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Carbon Energy Corporation Schedule 13E-3 Filed July 16, 2020 File No. 005-31849 Preliminary Proxy Statem

August 14, 2020 EX-10.5

Promissory Note between Carbon Energy Corporation and UMB Bank, dated May 13, 2020.

Exhibit 10.5 PROMISSORY NOTE Principal $1,338,700.00 Loan Date 05-13-2020 Maturity 05-13-2022 Loan No 52472374-01 Call / Coll 4A0 / 9A Account Officer 11611 Initials References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations. Borrower: Car

August 14, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 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: 000-02040 CARBON ENERGY CORPORA

August 14, 2020 EX-10.3

Consulting Agreement between Carbon Energy Corporation and Kevin D. Struzeski, dated May 26, 2020.

Exhibit 10.3 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is dated this 26th day of May 2020 (the “Effective Date”), by and between Carbon Energy Corporation, a Delaware corporation (“Carbon”), and Kevin D. Struzeski (“Contractor”). (Carbon and Contractor may sometimes be referred to in this Agreement individually as a “Party” or together as the “Parties.”) Contractor is a Agent an

August 14, 2020 EX-10.4

Consulting Agreement between Carbon Energy Corporation and Mark D. Pierce, dated May 26, 2020.

Exhibit 10.4 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is dated this 26th day of May 2020 (the “Effective Date”), by and between Carbon Energy Corporation, a Delaware corporation (“Carbon”), and Mark D. Pierce (“Contractor”). (Carbon and Contractor may sometimes be referred to in this Agreement individually as a “Party” or together as the “Parties.”) Contractor is a Agent and Re

July 16, 2020 PRE 14A

- PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

July 16, 2020 SC 13E3

- SCHEDULE 13E3

Securities and Exchange Commission Washington, D.C. 20549 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. ) Carbon Energy Corporation (Name of the Issuer) Carbon Energy Corporation (Names of Persons Filing Statement) Common Stock (Title of Class of Securities) 14110Q100 (CUSIP Number of Class of Securities) Erich Kirsch Principal Financial

July 16, 2020 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 16, 2020 (July 9, 2020) CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

June 17, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 17, 2020 (June 11, 2020) CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

June 5, 2020 DEFA14C

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for use of the Commission only as permitted by Rule 14c-6(e)(2) ☐ Definitive Information Statement ☒ Definitive Additional Materials Carbon Energy Co

May 29, 2020 EX-99.1

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Introduction The following unaudited pro forma consolidated financial statements present the historical consolidated financial statements of Carbon Energy Corporation, a Delaware corporation (“Carbon”), adjusted to give effect to the sale of all of the issued and outstanding membership interests of each of Carbon Appalachian Compan

May 29, 2020 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 29, 2020 (May 25, 2020) CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

May 29, 2020 EX-10.1

Agreement Regarding Payoff and Release or Amendment of Notes, dated as of May 25, 2020, by and among Carbon Energy Corporation, Old Ironsides Fund II-A Portfolio Holding Company, LLC and Old Ironsides Fund II-B Portfolio Holding Company, LLC.

Exhibit 10.1 AGREEMENT REGARDING PAYOFF AND RELEASE OR AMENDMENT OF NOTES This AGREEMENT REGARDING PAYOFF AND RELEASE OR AMENDMENT OF NOTES (this “Agreement”) is entered into this 25th day of May, 2020, by and among Carbon Energy Corporation, a Delaware corporation (“Issuer”), Old Ironsides Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability company (“Holder Fund II-A”) and Old

May 14, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020 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: 000-02040 CARBON ENERGY CORPOR

May 6, 2020 EX-10.1

Fourth Amendment to the Amended and Restated Credit Agreement, dated April 30, 2020, incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 6, 2020.

Exhibit 10.1 FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of April 30, 2020 (the "Fourth Amendment Effective Date"), is by and among CARBON APPALACHIA ENTERPRISES, LLC, a Delaware limited liability company ("CAE"), and NYTIS EXPLORATION (USA) INC., a Delaware corporation ("Nytis USA", and toget

May 6, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 30, 2020 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

May 4, 2020 DEF 14C

- DEFINITIVE INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: £ Preliminary Information Statement £ Confidential, for use of the Commission only as permitted by Rule 14c-6(e)(2) S Definitive Information Statement Carbon Energy Corporation (Name of Registrant as S

April 29, 2020 DEF 14C

- DEFINITIVE INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for use of the Commission only as permitted by Rule 14c-6(e)(2) ☒ Definitive Information Statement Carbon Energy Corporation (Name of Registrant as S

April 22, 2020 PRE 14C

CRBO / Carbon Natural Gas Company PRE 14C - - INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Check the appropriate box: S Preliminary Information Statement £ Confidential, for use of the Commission only as permitted by Rule 14c-6(e)(2) £ Definitive Information Statement Carbon Energy Corporation (Name o

April 8, 2020 EX-2.1

Membership Interest Purchase Agreement, dated as of April 7, 2020, by and among Carbon Energy Corporation, Nytis Exploration (USA) Inc., Diversified Gas & Oil Corporation, Nytis Exploration Company LLC, Carbon Appalachian Company, LLC, and the other entities party thereto, incorporated by reference to Exhibit 2.1 to Form 8-K filed on April 8, 2020.

Exhibit 2.1 Execution Version MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT by and among CARBON Energy corporation and nytis exploration (USA) Inc. as Sellers, DIVERSIFIED GAS & OIL CORPORATION, as Purchaser, nytis exploration company LLC and carbon appalachian company, llc, as the Companies, and Carbon Tennessee Mining Company, LLC, Carbon Appalachia Group, LLC, Carbon Appalachia Enterprises, L

April 8, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 8, 2020 (April 7, 2020) CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

March 30, 2020 10-K

December 31, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 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: 000-02040 CARBON ENERGY

March 30, 2020 EX-99.1

Report of Cawley, Gillespie & Associates, Inc., Independent Petroleum Engineers.

Exhibit 99.1 March 2, 2020 Mr. Todd Habliston Director, Corporate Planning & Development Carbon Energy Corporation 1700 Broadway Street, Suite 1170 Denver, CO 80290 Re: Evaluation Summary Nytis Exploration Company LLC Interests Proved Reserves Various States As of December 31, 2019 Dear Mr. Habliston: As requested, we are submitting our estimates of proved reserves and our forecasts of the resulti

March 30, 2020 EX-99.2

Report of Cawley, Gillespie & Associates, Inc., Independent Petroleum Engineers.

Exhibit 99.2 February 20, 2020 Mr. Todd Habliston Director, Corporate Planning & Development Carbon Energy Corporation 1700 Broadway Street, Suite 1170 Denver, CO 80290 Re: Evaluation Summary Carbon California Company LLC Interests Proved Reserves Ventura County, California As of January 1, 2020 Dear Mr. Habliston: As requested, we are submitting our estimates of proved reserves and our forecasts

March 30, 2020 EX-4.1

Description of Securities.

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHaNGE ACT OF 1934 Carbon Energy Corporation has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act): common stock. Although described below, our preferred stock is not registered under Section 12 of the Exchange Act. Th

March 30, 2020 EX-10.26

Third Amendment to the Amended and Restated Credit Agreement, dated February 14, 2020.

Exhibit 10.26 THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 14, 2020 (the “Third Amendment Effective Date”), is by and among CARBON APPALACHIA ENTERPRISES, LLC, a Delaware limited liability company (“CAE”), and NYTIS EXPLORATION (USA) INC., a Delaware corporation (“Nytis USA”, and toge

March 30, 2020 EX-21.1

Subsidiaries of the Company.

Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization % Ownership Brushy Gap Coal & Gas, Inc. Kentucky 100% owned by our indirect subsidiary Nytis Exploration Company LLC Carbon California Company, LLC Delaware 53.92% represented by Class A and Class B Units Carbon California Operating Company, LLC Delaware 100% Nytis Exploration Company LLC Delaware 98.11% owned by our

March 30, 2020 EX-99.3

Report of Cawley, Gillespie & Associates, Inc., Independent Petroleum Engineers.

Exhibit 99.3 March 2, 2020 Mr. Todd Habliston Director, Corporate Planning & Development Carbon Energy Corporation 1700 Broadway Street, Suite 1170 Denver, CO 80290 Re: Evaluation Summary Carbon Appalachia Company LLC Interests Proved Reserves Various States As of December 31, 2019 Dear Mr. Habliston: As requested, we are submitting our estimates of proved reserves and our forecasts of the resulti

February 21, 2020 EX-10.1

Third Amendment to the Amended and Restated Credit Agreement, dated February 14, 2020

Exhibit 10.1 THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 14, 2020 (the “Third Amendment Effective Date”), is by and among CARBON APPALACHIA ENTERPRISES, LLC, a Delaware limited liability company (“CAE”), and NYTIS EXPLORATION (USA) INC., a Delaware corporation (“Nytis USA”, and toget

February 21, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 14, 2020 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

December 17, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 12, 2019 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

November 13, 2019 10-Q

CRBO / Carbon Natural Gas Company 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2019 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: 000-02040 CARBON ENERGY CO

November 13, 2019 EX-10.2

Omnibus Annual Incentive Plan, dated August 9, 2019.

Exhibit 10.2 Carbon Energy Corporation Omnibus Annual Incentive Plan Carbon Energy Corporation Omnibus Annual Incentive Plan 1. Background and Purpose. 1.1 Purpose. The purpose of Carbon Energy Corporation’s (the “Company”) Omnibus Annual Incentive Plan (the “Plan”) is to meet the following objectives: ● Provide a plan that is performance driven and is focused on objectives which are critical to t

September 12, 2019 RW

CRBO / Carbon Natural Gas Company RW - - FORM RW

RW 1 rw091219carbonenergy.htm FORM RW Carbon Energy Corporation 1170 Broadway, Suite 1170 Denver, Colorado 80290 September 12, 2019 Via EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance Attention: John Reynolds Re: Carbon Energy Corporation Registration Statement on Form S-1 (File No. 333-225243) Application for Withdra

September 4, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 9, 2019 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

August 15, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 14, 2019 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

August 15, 2019 EX-10.1

Second Amendment to the Amended and Restated Credit Agreement, dated August 14, 2019, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 15, 2019.

Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of August 14, 2019 (the "Second Amendment Effective Date"), is by and among CARBON APPALACHIA ENTERPRISES, LLC, a Delaware limited liability company ("CAE"), and NYTIS EXPLORATION (USA) INC., a Delaware corporation ("Nytis USA", and toge

August 14, 2019 10-Q

CRBO / Carbon Natural Gas Company 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2019 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: 000-02040 CARBON ENERGY CORPORA

July 11, 2019 S-8

CRBO / Carbon Natural Gas Company S-8 - - REGISTRATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Carbon Energy Corporation (Exact name of registrant as specified in its charter) Delaware 26-0818050 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1700 Broadway, Suite 1170 Denver, CO 80290 (Address of princip

June 26, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 26, 2019 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

May 28, 2019 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 21, 2019 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

May 21, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 21, 2019 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

May 21, 2019 EX-99.1

Annual Meeting Presentation May 21, 2019 1 Carbon Energy Corporation IMPORTANT DISCLOSURES 2 Forward - Looking Statements The slides contain certain forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as am

Exhibit 99.1 Annual Meeting Presentation May 21, 2019 1 Carbon Energy Corporation IMPORTANT DISCLOSURES 2 Forward - Looking Statements The slides contain certain forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended (the “Securities Act”), and Section 21 E of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”) . Except for hist

May 14, 2019 10-Q

Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019 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: 000-02040 CARBON ENERGY CORPOR

April 23, 2019 DEF 14C

Carbon Energy Corporation 2019 Long Term Incentive Plan, incorporated by reference to Appendix A to the definitive proxy statement filed on April 23, 2019.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for use of the Commission only as permitted by Rule 14c-6(e)(2) ☒ Definitive Information Statement Carbon Energy Corporation (Name of Registrant as S

April 11, 2019 PRE 14C

CRBO / Carbon Natural Gas Company PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for use of the Commission only as permitted by Rule 14c-6(e)(2) ☐ Definitive Information Statement Carbon Energy Corporation (Name of Registrant as S

March 28, 2019 EX-99.3

Report of Cawley, Gillespie & Associates, Inc., Independent Petroleum Engineers.

Exhibit 99.3 February 8, 2019 Mr. Todd Habliston Director, Corporate Planning & Development Carbon Energy Corporation 1700 Broadway Street, Suite 1170 Denver, CO 80290 Re: Evaluation Summary Nytis Exploration Company LLC Interests Proved Reserves Various States As of December 31, 2018 Dear Mr. Habliston: As requested, we are submitting our estimates of proved reserves and our forecasts of the resu

March 28, 2019 EX-99.4

Report of Cawley, Gillespie & Associates, Inc., Independent Petroleum Engineers.

Exhibit 99.4 February 8, 2019 Mr. Todd Habliston Director, Corporate Planning & Development Carbon Energy Corporation 1700 Broadway Street, Suite 1170 Denver, CO 80290 Re: Evaluation Summary Carbon California Company LLC Interests Proved Reserves Ventura County, California As of January 1, 2019 Dear Mr. Habliston: As requested, we are submitting our estimates of proved reserves and our forecasts o

March 28, 2019 10-K

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 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: 000-02040 CARBON ENERGY

March 28, 2019 EX-21.1

Subsidiaries of the Company.

Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization % Ownership Brushy Gap Coal & Gas, Inc. Kentucky 100% owned by our indirect subsidiary Nytis Exploration Company LLC Carbon California Company, LLC Delaware 53.92% represented by Class A and Class B Units Carbon California Operating Company, LLC Delaware 100% Nytis Exploration Company LLC Delaware 98.1% owned by our

March 28, 2019 EX-99.5

Report of Cawley, Gillespie & Associates, Inc., Independent Petroleum Engineers.

Exhibit 99.5 February 8, 2019 Mr. Todd Habliston Director, Corporate Planning & Development Carbon Energy Corporation 1700 Broadway Street, Suite 1170 Denver, CO 80290 Re: Evaluation Summary Carbon Appalachia Company LLC Interests Proved Reserves Various States As of December 31, 2018 Dear Mr. Habliston: As requested, we are submitting our estimates of proved reserves and our forecasts of the resu

March 19, 2019 EX-99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members and Board of Directors Carbon Appalachian Company, LLC Denver, Colorado OPINION ON THE FINANCIAL STATEMENTS We have audited the accompanying consolidated balance sheet of Carbon Appalachian Company, LLC (the “Company”) as of December 31, 2017, and the related consolidated statements of operations, members’ equity,

March 19, 2019 EX-99.3

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma consolidated financial information and the related notes present our unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2018 and for the year ended December 31, 2017, and the unaudited pro forma consolidated balance sheet as of September 30, 2018. The

March 19, 2019 EX-99.2

See accompanying Notes to Consolidated Financial Statements.

Exhibit 99.2 CARBON APPALACHIAN COMPANY, LLC Consolidated Balance Sheets (In thousands) September 30, December 31, 2018 2017 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 13,618 $ 4,512 Accounts receivable: Revenue 1,727 10,682 Trade receivables 4,984 1,569 Commodity derivative asset 296 1,884 Inventories 1,165 1,660 Prepaid expense and deposits 687 487 Total current assets 22,477

March 19, 2019 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

March 6, 2019 EX-10.3

Amendment to the Employment Agreement of Kevin D. Struzeski, dated March 4, 2019, incorporated by reference to Exhibit 10.3 to Form 8-K filed on March 6, 2019.

Exhibit 10.3 AMENDMENT TO THE EMPLOYMENT AGREEMENT This AMENDMENT (the “Amendment”) is made effective March 4, 2019, and amends that certain EMPLOYMENT AGREEMENT dated March 30, 2013 (the “Agreement”) by and between CARBON NATURAL GAS COMPANY (n/k/a CARBON ENERGY CORPORATION (the “Company”) and KEVIN D. STRUZESKI (the “Executive”). Capitalized terms used but not otherwise defined in this Amendment

March 6, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 4, 2019 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

March 6, 2019 EX-10.2

Amendment to the Employment Agreement of Mark D. Pierce, dated March 4, 2019, incorporated by reference to Exhibit 10.2 to Form 8-K filed on March 6, 2019.

Exhibit 10.2 AMENDMENT TO THE EMPLOYMENT AGREEMENT This AMENDMENT (the “Amendment”) is made effective March 4, 2019, and amends that certain EMPLOYMENT AGREEMENT dated March 30, 2013 (the “Agreement”) by and between CARBON NATURAL GAS COMPANY (n/k/a CARBON ENERGY CORPORATION (the “Company”) and MARK D. PIERCE (the “Executive”). Capitalized terms used but not otherwise defined in this Amendment sha

March 6, 2019 EX-10.1

Amendment to the Employment Agreement of Patrick R. McDonald, dated March 4, 2019, incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 6, 2019.

EX-10.1 2 f8k030419ex10-1carbonenergy.htm AMENDMENT TO THE EMPLOYMENT AGREEMENT OF PATRICK R. MCDONALD, DATED MARCH 4, 2019 Exhibit 10.1 AMENDMENT TO THE EMPLOYMENT AGREEMENT This AMENDMENT (the “Amendment”) is made effective March 4, 2019, and amends that certain EMPLOYMENT AGREEMENT dated March 30, 2013 (the “Agreement”) by and between CARBON NATURAL GAS COMPANY (n/k/a CARBON ENERGY CORPORATION

January 7, 2019 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 31, 2018 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

January 7, 2019 EX-10.1

Letter Amendment, dated December 31, 2018, to Membership Interest Purchase Agreement, dated as of May 4, 2018, by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, Old Ironsides Fund II-B Portfolio Holding Company, LLC, and Carbon Energy Corporation, incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 7, 2019.

EX-10.1 2 f8k123118ex10-1carbon.htm LETTER AMENDMENT, DATED DECEMBER 31, 2018, TO MEMBERSHIP INTEREST PURCHASE AGREEMENT, DATED AS OF MAY 4, 2018, BY AND AMONG OLD IRONSIDES FUND II-A PORTFOLIO HOLDING COMPANY, LLC, OLD IRONSIDES FUND II-B Exhibit 10.1 December 31, 2018 Old Ironsides Energy 10 St. James Avenue, 19th Floor Boston, Massachussetts 02116 Attention: Scott Carson Re: Membership Interest

January 7, 2019 EX-10.2

Amended and Restated Credit Agreement, among Carbon Appalachia Enterprises, LLC and Nytis Exploration (USA) Inc. and LegacyTexas Bank, dated December 31, 2018, incorporated by reference to Exhibit 10.2 to Form 8-K filed on January 7, 2019.

EX-10.2 3 f8k123118ex10-2carbon.htm AMENDED AND RESTATED CREDIT AGREEMENT DATED DECEMBER 31, 2018 Exhibit 10.2 AMENDED AND RESTATED CREDIT AGREEMENT among CARBON APPALACHIA ENTERPRISES, LLC, and NYTIS EXPLORATION (USA) INC., as Borrowers THE LENDERS FROM TIME TO TIME PARTY HERETO and LEGACYTEXAS BANK, as Administrative Agent and L/C Issuer LEGACYTEXAS BANK, as Sole Lead Arranger and Sole Book Runn

January 7, 2019 EX-99.1

Carbon Energy Corporation Acquisition of Membership Units Natural Gas Producing Properties and Midstream Assets Carbon Appalachian Company, LLC.

Exhibit 99.1 Carbon Energy Corporation Acquisition of Membership Units and Natural Gas Producing Properties and Midstream Assets of Carbon Appalachian Company, LLC. Denver, Colorado January 7, 2019 Carbon Energy Corporation (OTCQB:CRBO) On December 31, 2018, Carbon Energy Corporation (“Carbon”), completed the acquisition of membership units representing 73.50% of Carbon Appalachian Company, LLC. P

December 11, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 30, 2018 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

December 11, 2018 EX-10.1

Letter Amendment, dated November 30, 2018, to Membership Interest Purchase Agreement, dated as of May 4, 2018, by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, Old Ironsides Fund II-B Portfolio Holding Company, LLC, and Carbon Energy Corporation, incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 11, 2018.

Exhibit 10.1 November 30, 2018 Old Ironsides Energy 10 St. James Avenue, 19th Floor Boston, Massachussetts 02116 Attention: Scott Carson Re: Membership Interest Purchase Agreement dated as of May 4, 2018 by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability company, and Old Ironsides Fund II-B Portfolio Holding Company, LLC, a Delaware limited liability

November 13, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 6, 2018 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

November 13, 2018 EX-10.1

Letter Amendment, dated November 6, 2018, to Membership Interest Purchase Agreement, dated as of May 4, 2018, by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, Old Ironsides Fund II-B Portfolio Holding Company, LLC, and Carbon Energy Corporation, incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 13, 2018.

EX-10.1 2 f8k110618ex10-1carbonenergy.htm LETTER AMENDMENT, DATED NOVEMBER 6, 2018, TO MEMBERSHIP INTEREST PURCHASE AGREEMENT, DATED AS OF MAY 4, 2018 Exhibit 10.1 November 6, 2018 Old Ironsides Energy 10 St. James Avenue, 19th Floor Boston, Massachussetts 02116 Attention: Scott Carson Re: Membership Interest Purchase Agreement dated as of May 4, 2018 by and among Old Ironsides Fund II-A Portfolio

November 13, 2018 10-Q

CRBO / Carbon Natural Gas Company QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2018 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: 000-02040 Carbon Energy Co

October 19, 2018 EX-10.1

Letter Amendment, dated October 15, 2018, to Membership Interest Purchase Agreement, dated as of May 4, 2018, by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, Old Ironsides Fund II-B Portfolio Holding Company, LLC, and Carbon Energy Corporation, incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 19, 2018.

Exhibit 10.1 October 15, 2018 Old Ironsides Energy 10 St. James Avenue, 19th Floor Boston, Massachussetts 02116 Attention: Scott Carson Re: Membership Interest Purchase Agreement dated as of May 4, 2018 by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability company, and Old Ironsides Fund II-B Portfolio Holding Company, LLC, a Delaware limited liability c

October 19, 2018 8-K

Financial Statements and Exhibits, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 15, 2018 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

October 4, 2018 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 1, 2018 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

October 4, 2018 EX-16.1

Copy of EKS&H Letter to the Securities and Exchange Commission, dated October 4, 2018, incorporated by reference to Exhibit 16.1 to Form 8-K filed on October 4, 2018.

Exhibit 16.1 8181 East Tufts Avenue, Suite 600 Denver, Colorado 80237-2579 P: 303-740-9400 F: 303-740-9009 www.EKSH.com EKS&H LLLP October 4, 2018 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Carbon Energy Corporation’s statements included under Item 4.01 of its Form 8-K filed on October 4, 2018, and we agree with such statements concerning our firm. EKS&H

September 6, 2018 S-1/A

CRBO / Carbon Natural Gas Company AMENDMENT NO. 3 TO REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on September 6, 2018 Registration No.

August 14, 2018 10-Q

CRBO / Carbon Natural Gas Company QUARTERLY REPORT (Quarterly Report)

10-Q 1 f10q0618carbonenergycorp.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2018 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Co

August 14, 2018 EX-10.2

Letter Amendment, dated July 20, 2018, to Membership Interest Purchase Agreement, dated as of May 4, 2018, by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, Old Ironsides Fund II-B Portfolio Holding Company, LLC, and Carbon Natural Gas Company, incorporated by reference to Form 10-Q filed on August 14, 2018.

EX-10.2 3 f10q0618ex10-2carbonenergy.htm MEMBERSHIP INTEREST PURCHASE AGREEMENT Exhibit 10.2 July 20, 2018 Old Ironsides Energy 10 St. James Avenue, 19th Floor Boston, Massachussetts 02116 Attention: Scott Carson Re: Membership Interest Purchase Agreement (“Purchase Agreement”) dated as of May 4, 2018 by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability

August 14, 2018 EX-10.1

Membership Interest Purchase Agreement, dated as of May 4, 2018, by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, Old Ironsides Fund II-B Portfolio Holding Company, LLC, and Carbon Natural Gas Company, incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 14, 2018.

Exhibit 10.1 Execution MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this “Agreement”), dated as of May 4, 2018 (the “Execution Date”), is made and entered into by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability company (“OIE Fund II-A”) and Old Ironsides Fund II-B Portfolio Holding Company, LLC, a Delaware limite

July 25, 2018 EX-10.5

Form of Amended and Restated Credit Agreement, among the Company and LegacyTexas Bank.

EX-10.5 2 fs12018a2ex10-5carbon.htm FORM OF AMENDED AND RESTATED CREDIT AGREEMENT, AMONG THE COMPANY AND LEGACYTEXAS BANK Exhibit 10.5 FORM OF AMENDED AND RESTATED CREDIT AGREEMENT among CARBON ENERGY CORPORATION (f/k/a CARBON NATURAL GAS COMPANY), as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and LEGACYTEXAS BANK, as Administrative Agent and L/C Issuer LEGACYTEXAS BANK, as Sole Lead Arra

July 25, 2018 S-1/A

CRBO / Carbon Natural Gas Company AMENDMENT NO. 2 TO FORM S-1

As filed with the Securities and Exchange Commission on July 25, 2018 Registration No.

July 2, 2018 S-1/A

CRBO / Carbon Natural Gas Company AMENDMENT NO. 1 TO FORM S-1

As filed with the Securities and Exchange Commission on July 2, 2018 Registration No.

June 19, 2018 EX-2.3

Amendment #2, dated January 10, 2018, to the Purchase and Sale Agreement, dated as of October 20, 2017, between Seneca Resources Corporation, as Seller, and Carbon California Company, LLC, as buyer, incorporated by reference to Exhibit 2.3 to Form 10-Q/A filed on June 19, 2018.

EX-2.3 3 f10q0318a1ex2-3carbon.htm AMENDMENT #2, DATED JANUARY 11, 2018, TO THE PURCHASE AND SALES AGREEMENT, DATED AS OF OCTOBER 20, 2017, BETWEEN SENECA RESOURCES CORPORATION, AS SELLER, AND CARBON CALIFORNIA COMPANY, LLC, AS BUYER Exhibit 2.3 January 11, 2018 Seneca Resources Corporation 1201 Louisiana Street, Suite 2600 Houston, Texas 77002 Attn: Ben Elmore Re: Purchase and Sale Agreement date

June 19, 2018 10-Q/A

CRBO / Carbon Natural Gas Company AMENDMENT NO. 1 TO FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended March 31, 2018 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: 000-02040 CARBON ENER

June 19, 2018 EX-2.4

Amendment #3 dated January 31, 2018, to the Purchase and Sale Agreement, dated as of October 20, 2017, between Seneca Resources Corporation, as Seller, and Carbon California Company, LLC, as buyer, incorporated by reference to Exhibit 2.4 to Form 10-Q/A filed on June 19, 2018.

EX-2.4 4 f10q0318a1ex2-4carbon.htm AMENDMENT #3, DATED JANUARY 31, 2018, TO THE PURCHASE AND SALES AGREEMENT, DATED AS OF OCTOBER 20, 2017, BETWEEN SENECA RESOURCES CORPORATION, AS SELLER, AND CARBON CALIFORNIA COMPANY, LLC, AS BUYER Exhibit 2.4 January 31, 2018 Seneca Resources Corporation 1201 Louisiana Street, Suite 2600 Houston, Texas 77002 Attn: Ben Elmore Re: Purchase and Sale Agreement date

June 19, 2018 EX-2.1

Purchase and Sale Agreement, dated as of October 20, 2017, between Seneca Resources Corporation, as Seller, and Carbon California Company, LLC, as buyer, incorporated by reference to Exhibit 2.1 to Form 10-Q/A filed on June 19, 2018.

Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT DATED AS OF OCTOBER 20, 2017 BETWEEN SENECA RESOURCES CORPORATION, AS SELLER, AND CARBON CALIFORNIA COMPANY, LLC, AS PURCHASER TABLE OF CONTENTS Article I Agreement to Sell and Purchase 1 Section 1.01 Agreement to Sell and Purchase 1 Section 1.02 Excluded Assets 1 Article II Purchase Price 2 Section 2.01 Purchase Price 2 Section 2.02 Deposi

June 14, 2018 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 14, 2018 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

June 4, 2018 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Carbon Natural Gas Company, dated as of May 1, 2018, incorporated by reference to Exhibit 3(i) to Form 8-K filed on June 4, 2018.

Exhibit 3(i) State of Delaware Secretary of State Division of Corporations Delivered 09:14 AM 05/01/2018 FILED 09:14 AM 05/01/2018 SR 20183198745 - FileNumber 4411454 Certificate of Amendment to the Amended and Restated Certificate of Incorporation Of Carbon Natural Gas Company This Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Carbon Natural Gas Company (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, is hereby duly adopted pursuant to and in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

June 4, 2018 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 1, 2018 CARBON ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

June 4, 2018 EX-3.2

Amendment No. 1 to Amended and Restated Bylaws, incorporated by reference to Exhibit 3(ii) to Form 8-K filed on June 4, 2018.

Exhibit 3(ii) AMENDMENT No. 1 TO THE AMENDED & RESTATED BYLAWS OF CARBON NATURAL GAS COMPANY WHEREAS, effective as of June 1, 2018, the name of Carbon Natural Gas Company (the “Corporation”) was changed to “Carbon Energy Corporation;” and WHEREAS, pursuant to the authority provided by Section 109 of the Delaware General Corporation Law, Article 6 of the Corporation’s Amended and Restated Certifica

May 25, 2018 S-1

Power of Attorney (contained on signature page)

As filed with the Securities and Exchange Commission on May 25, 2018 Registration No.

May 15, 2018 EX-2.3

Amendment #2, dated January 10, 2018, to the Purchase and Sales Agreement, dated as of October 20, 2017, between Seneca Resources Corporation, as Seller, and Carbon California Company, LLC, as buyer

EX-2.3 4 f10q0318ex2-3carbonnatural.htm AMENDMENT NO. 2 PURCHASE AND SALE AGREEMENT Exhibit 2.3 Portions of this document have been omitted as indicated by the following marked “(■)” and filed separately with the Commission January 11, 2018 Seneca Resources Corporation 1201 Louisiana Street, Suite 2600 Houston, Texas 77002 Attn: Ben Elmore Re: Purchase and Sale Agreement dated as of October 20, 20

May 15, 2018 10-Q

CRBO / Carbon Natural Gas Company QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended March 31, 2018 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: 000-02040 CARBON NATURAL GAS COMPANY (E

May 15, 2018 EX-2.4

Amendment #3, dated January 31, 2018, to the Purchase and Sales Agreement, dated as of October 20, 2017, between Seneca Resources Corporation, as Seller, and Carbon California Company, LLC, as buyer

Exhibit 2.4 Portions of this document have been omitted as indicated by the following marked “(■)” and filed separately with the Commission. January 31, 2018 Seneca Resources Corporation 1201 Louisiana Street, Suite 2600 Houston, Texas 77002 Attn: Ben Elmore Re: Purchase and Sale Agreement dated as of October 20, 2017 between SENECA RESOURCES CORPORATION, a Pennsylvania corporation (“Seller”); and

May 15, 2018 EX-2.2

Amendment #1, dated December 15, 2017, to the Purchase and Sale Agreement, dated as of October 20, 2017, between Seneca Resources Corporation, as Seller, and Carbon California Company, LLC, as buyer, incorporated by reference to Exhibit 2.2 to Form 10-Q filed on May 15, 2018.

EX-2.2 3 f10q0318ex2-2carbonnatural.htm AMENDMENT NO. 1 PURCHASE AND SALE AGREEMENT Exhibit 2.2 December 15, 2017 Seneca Resources Corporation 1201 Louisiana Street, Suite 2600 Houston, Texas 77002 Attn: Ben Elmore Re: Purchase and Sale Agreement (“Purchase and Sale Agreement”) dated as of October 20, 2017 between SENECA RESOURCES CORPORATION, a Pennsylvania corporation (“Seller”); and CARBON CALI

May 15, 2018 EX-2.1

Purchase and Sale Agreement, dated as of October 20, 2017, between Seneca Resources Corporation and Carbon California Company, LLC, as amended, incorporated by reference to Exhibits 2.1, 2.2, 2.3 and 2.4 to Form 10-Q/A filed on June 19, 2018.

Exhibit 2.1 Portions of this document have been omitted as indicated by the following marked “(■)” and filed separately with the Commission. Execution Version PURCHASE AND SALE AGREEMENT DATED AS OF OCTOBER 20, 2017 BETWEEN SENECA RESOURCES CORPORATION, AS SELLER, AND CARBON CALIFORNIA COMPANY, LLC, AS PURCHASER TABLE OF CONTENTS Article I Agreement to Sell and Purchase 1 Section 1.01 Agreement to

May 4, 2018 8-K

Entry into a Material Definitive Agreement

8-K 1 f8k050418carbonnatural.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 4, 2018 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other J

May 2, 2018 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

8-K 1 f8k050118carbonnatural.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 1, 2018 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other J

May 2, 2018 EX-99.1

Carbon Natural Gas Company Acquisition of Oil Producing Assets In Ventura Basin, California

Exhibit 99.1 Carbon Natural Gas Company Announces Acquisition of Oil Producing Assets In Ventura Basin, California Denver, Colorado May 2, 2018 Carbon Natural Gas Company (OTCQB:CRBO) On May 1, 2018, Carbon Natural Gas Company (“Carbon” or the “Company”), through its subsidiary Carbon California Company, LLC, (“Carbon California”) completed the acquisition of oil and gas producing properties and r

May 1, 2018 DEF 14C

CRBO / Carbon Natural Gas Company DEFINITIVE INFORMATION STATEMENT

DEF 14C 1 def14c0418carbonnatural.htm DEFINITIVE INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for use of the Commission only as permitted by Rule 14c-6(e)(2) ☒ Definitive I

April 9, 2018 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 f8k040618carbonnatural.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 6, 2018 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other

April 9, 2018 EX-10.1

Form of Purchase Agreement, dated April 6, 2018, incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 9, 2018.

Exhibit 10.1 Execution CARBON NATURAL GAS COMPANY Fifty Thousand Shares of Series B Convertible Preferred Stock PURCHASE AGREEMENT This Agreement will confirm the arrangement between Carbon Natural Gas Company, a Delaware corporation (the “Company”), with its principal offices at 1700 Broadway, Suite 1170, Denver, Colorado 80290, and the purchaser whose name and address are set forth on the signat

April 9, 2018 EX-3.I

Certificate of Designation with respect to Series B Convertible Preferred Stock, incorporated by reference to Exhibit 3(i) to Form 8-K filed on April 6, 2018.

EX-3.I 2 f8k040618ex3-icarbon.htm CERTIFICATE OF DESIGNATION WITH RESPECT TO SERIES B CONVERTIBLE PREFERRED STOCK Exhibit 3(i) CERTIFICATE OF DESIGNATION OF RELATIVE RIGHTS AND PREFERENCES OF THE SERIES B CONVERTIBLE PREFERRED STOCK OF CARBON NATURAL GAS COMPANY a Delaware corporation CARBON NATURAL GAS COMPANY, a Delaware corporation (the “Corporation”), pursuant to the provisions of Section 151

April 2, 2018 EX-99.4

Report of Cawley, Gillespie & Associates, Inc., Independent Petroleum Engineers, incorporated by reference to Exhibit 99.4 to Form 10-K filed on April 2, 2018.

Exhibit 99.4 January 30, 2018 Mr. Todd Habliston Manager, A&D Carbon California Company 1700 Broadway Street, Suite 1170 Denver, CO 80290 Re: Evaluation Summary Carbon California Company LLC Interests Proved Reserves Ventura County, California As of January 1, 2018 Dear Mr. Habliston: As requested, we are submitting our estimates of proved reserves and our forecasts of the resulting economics attr

April 2, 2018 EX-99.3

Report of Cawley, Gillespie & Associates, Inc., Independent Petroleum Engineers, incorporated by reference to Exhibit 99.3 to Form 10-K filed on April 2, 2018.

Exhibit 99.3 January 26, 2018 Mr. Richard Finucane Vice President Nytis Exploration Company LLC 2480 Fortune Drive, Suite 300 Lexington, KY 40509 Re: Evaluation Summary Nytis Exploration Company LLC Interests Proved Reserves Various States As of December 31, 2017 Dear Mr. Finucane: As requested, we are submitting our estimates of proved reserves and our forecasts of the resulting economics attribu

April 2, 2018 EX-99.1

Carbon California Company, LLC financial statements for the period February 15, 2017 through December 31, 2017.

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members and Board of Directors Carbon California Company, LLC Denver, Colorado OPINION ON THE FINANCIAL STATEMENTS We have audited the accompanying balance sheet of Carbon California Company, LLC (the “Company”) as of December 31, 2017, and the related statements of operations, members’ equity, and cash flows, for the peri

April 2, 2018 EX-99.5

Report of Cawley, Gillespie & Associates, Inc., Independent Petroleum Engineers, incorporated by reference to Exhibit 99.5 to Form 10-K filed on April 2, 2018.

Exhibit 99.5 January 26, 2018 Mr. Richard Finucane Vice President Nytis Exploration Company LLC 2480 Fortune Drive, Suite 300 Lexington, KY 40509 Re: Evaluation Summary Carbon Appalachia Company LLC Interests Proved Reserves Various States As of December 31, 2017 Dear Mr. Finucane: As requested, we are submitting our estimates of proved reserves and our forecasts of the resulting economics attribu

April 2, 2018 10-K

CRBO / Carbon Natural Gas Company ANNUAL REPORT (Annual Report)

10-K 1 f10k2017carbonnatural.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ 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 C

April 2, 2018 EX-21.1

Subsidiaries of the Company.

Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization % Ownership Brushy Gap Coal & Gas, Inc. Kentucky 100% owned by our indirect subsidiary Nytis Exploration Company LLC Carbon California Company, LLC Delaware 17.8% represented by Class B Units Carbon California Operating Company, LLC Delaware 100% Nytis Exploration Company LLC Delaware 98.1% owned by our subsidiary Ny

April 2, 2018 EX-10.4

Third Amendment to Credit Agreement, among Carbon Natural Gas Company and LegacyTexas Bank, dated March 27, 2018, incorporated by reference to Exhibit 10.4 to Form 10-K filed on April 2, 2018.

EX-10.4 2 f10k2017ex10-4carbon.htm THIRD AMENDMENT TO CREDIT AGREEMENT, AMONG CARBON NATURAL GAS COMPANY AND LEGACYTEXAS BANK, DATED MARCH 27, 2018 Exhibit 10.4 EXECUTION VERSION THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 27, 2018 (the “Effective Date”), among CARBON NATURAL GAS COMPANY, a Delaware corporation (“Borro

April 2, 2018 EX-99.2

Carbon Appalachia Company, LLC financial statements for the period April 3, 2017 through December 31, 2017.

Exhibit 99.2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members and Board of Directors Carbon Appalachian Company, LLC Denver, Colorado OPINION ON THE FINANCIAL STATEMENTS We have audited the accompanying consolidated balance sheet of Carbon Appalachian Company, LLC (the “Company”) as of December 31, 2017, and the related consolidated statements of operations, members’ equity,

March 28, 2018 8-K/A

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K/A 1 f8k031517a1carbonnaturalgas.htm AMENDMENT TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 28, 2018 (March 15, 2017) CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 00

March 28, 2018 EX-3.1

Certificate of Correction to the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Carbon Natural Gas Company, dated as of March 23, 2018, incorporated by reference to Exhibit 3.1 to Form 8-K filed on March 28, 2018.

Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF CORRECTION CARBON NATURAL GAS COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: 1. The name of the corporation is CARBON NATURAL GAS COMPANY (the “Corporation”). 2. That a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as ame

February 7, 2018 8-K

Unregistered Sales of Equity Securities

8-K 1 f8k020118carbonnatural.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 1, 2018 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Ot

January 12, 2018 EX-2.1

Purchase and Sale Agreement by and between Carbon West Virginia Company, LLC and Cabot Oil & Gas Corporation, dated June 30, 2017. Portions of the Purchase and Sale Agreement have been omitted pursuant to a request for confidential treatment.

EX-2.1 2 f10q0917a1ex2-1carbon.htm PURCHASE AND SALE AGREEMENT BY AND BETWEEN CARBON WEST VIRGINIA COMPANY, LLC AND CABOT OIL & GAS CORPORATION, DATED JUNE 30, 2017. PORTIONS OF THE PURCHASE AND SALE AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Exhibit 2.1 Portions of this document have been omitted as indicated by the following mark (■) and filed separately with th

January 12, 2018 EX-2.2

Purchase and Sale Agreement by and among Carbon West Virginia Company, LLC, EnerVest Energy Institutional Fund XII-A, L.P., EnerVest Energy Institutional Fund XII-WIB, L.P., EnerVest Energy Institutional Fund XII-WIC, L.P., EnerVest Operating, L.L.C., dated May 25, 2017. Portions of the Purchase and Sale Agreement have been omitted pursuant to a request for confidential treatment.

Exhibit 2.2 Portions of this document have been omitted as indicated by the following mark “(■)” and filed separately with the Commission. Purchase and Sale Agreement Dated as of May 25, 2017 Among ENERVEST ENERGY INSTITUTIONAL FUND XII-A, L.P., ENERVEST ENERGY INSTITUTIONAL FUND XII-WIB, L.P., ENERVEST ENERGY INSTITUTIONAL FUND XII-WIC, L.P., And ENERVEST OPERATING, L.L.C. as Seller and Carbon We

January 12, 2018 10-Q/A

CRBO / Carbon Natural Gas Company QUARTERLY REPORT (Quarterly Report)

10-Q/A 1 f10q0917a1carbonnatural.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended September 30, 2017 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition pe

November 14, 2017 10-Q

CRBO / Carbon Natural Gas Company QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended September 30, 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: 000-02040 CARBON NATURAL GAS COMPAN

November 14, 2017 EX-10.1

Amended and Restated Limited Liability Company Agreement of Carbon Appalachian Company, LLC dated August 15, 2017.

Exhibit 10.1 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARBON APPALACHIAN COMPANY, LLC (A Delaware limited liability company) Dated as of August 15, 2017 THE INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE FEDERAL OR STATE SECUR

November 14, 2017 EX-2.1

Purchase and Sale Agreement by and between Carbon West Virginia Company, LLC and n dated June 30, 2017. Portions of the Purchase and Sale Agreement have been omitted pursuant to a request for confidential treatment.

EX-2.1 2 f10q0917ex2-1carbonnatural.htm PURCHASE AND SALE AGREEMENT BY AND BETWEEN CARBON WEST VIRGINIA COMPANY, LLC Exhibit 2.1 Portions of this document have been omitted as marked and filed separately with the Commission. PURCHASE AND SALE AGREEMENT by and between (■) as “Seller,” and Carbon WEST VIRGINIA Company, LLC, as “Buyer,” dated as of June 30, 2017 TABLE OF CONTENTS Page Article I DEFIN

November 14, 2017 EX-2.2

Purchase and Sale Agreement by and among Carbon West Virginia Company, LLC, n, n, n and n, dated May 25, 2017. Portions of the Purchase and Sale Agreement have been omitted pursuant to a request for confidential treatment.

EX-2.2 3 f10q0917ex2-2carbonnatural.htm PURCHASE AND SALE AGREEMENT BY AND AMONG CARBON WEST VIRGINIA COMPANY, LLC Exhibit 2.2 Portions of this document have been omitted as marked and filed separately with the Commission. Purchase and Sale Agreement Dated as of May 25, 2017 Among (■) (■) (■) and (■) as Seller and Carbon West Virginia Company, LLC as Buyer Table of Contents Page ARTICLE I PURCHASE

November 7, 2017 8-K

Unregistered Sales of Equity Securities

8-K 1 f8k110117carbonnaturalgas.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 1, 2017 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or

October 2, 2017 8-K

Other Events, Financial Statements and Exhibits

8-K 1 f8k100217carbonnaturalgas.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 29, 2017 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State

October 2, 2017 EX-99.1

Carbon Natural Gas Company Acquisition of Natural Gas Producing Properties and Midstream Assets

Exhibit 99.1 Carbon Natural Gas Company Announces Acquisition of Natural Gas Producing Properties and Midstream Assets Denver, Colorado October 2, 2017 Carbon Natural Gas Company (OTCQB:CRBO) On September 29, 2017, Carbon Natural Gas Company (?Carbon? or the ?Company?), through its affiliate Carbon Appalachian Company, LLC (?Carbon Appalachian?), completed the acquisition of natural gas producing

August 16, 2017 8-K

Carbon Natural Gas CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 15, 2017 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

August 16, 2017 EX-99.1

Carbon Natural Gas Company Acquisition of Natural Gas Producing Properties and Midstream Assets

Exhibit 99.1 Carbon Natural Gas Company Announces Acquisition of Natural Gas Producing Properties and Midstream Assets Denver, Colorado August 16, 2017 Carbon Natural Gas Company (OTCQB:CRBO) On August 15, 2017, Carbon Natural Gas Company (?Carbon? or the ?Company?), through its affiliate Carbon Appalachian Company, LLC (?Carbon Appalachian?), completed the acquisition of natural gas producing pro

August 14, 2017 10-Q

CRBO / Carbon Natural Gas Company QUARTERLY REPORT (Quarterly Report)

10-Q 1 f10q0617carbonnaturalgas.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended June 30, 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

August 14, 2017 EX-10.2

Management Services Agreement by and between Carbon Natural Gas Company and Carbon Appalachian Company, LLC dated February 23, 2017.

EX-10.2 3 f10q0617ex10iicarbonnatural.htm MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN CARBON NATURAL GAS COMPANY AND CARBON APPALACHIAN COMPANY, LLC DATED FEBRUARY 23, 2017 Exhibit 10.2 Execution MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT, made and entered into this 23rdth day of February, 2017 (the “Effective Date”), by and between Carbon Natural Gas Company, a Delaware lim

August 14, 2017 EX-10.1

Amended and Restated Limited Liability Company Agreement of Carbon Appalachian Company, LLC dated August 15, 2017.

EX-10.1 2 f10q0617ex10icarbonnatural.htm AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARBON APPALACHIAN COMPANY, LLC DATED FEBRUARY 23, 2017 Exhibit 10.1 Execution Version LIMITED LIABILITY COMPANY AGREEMENT OF CARBON APPALACHIAN COMPANY, LLC (A Delaware limited liability company) Dated as of February 23, 2017 THE INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HA

June 28, 2017 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 f8k062217carbonnatural.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 22, 2017 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other

May 19, 2017 EX-10.3

Carbon Natural Gas Company 2017 Annual Incentive Plan, incorporated by reference to Exhibit 10.3 to Form 10-Q filed on May 19, 2017.

Exhibit 10.3 Carbon Natural Gas Company Annual Incentive Plan 2017 Carbon Natural Gas Company 2017 Annual Incentive Plan Plan Objectives The Annual Incentive Plan is designed to meet the following objectives: ? Provide an annual incentive plan that is performance driven and is focused on objectives which are critical to the success of Carbon Natural Gas Company and to the creation of value for sha

May 19, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended March 31, 2017 ☐ Transition report pursuant to section 1

10-Q 1 f10q0317carbonnatural.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended March 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 Fi

May 19, 2017 EX-10.1

Amended and Restated Limited Liability Company Agreement of Carbon California Company, LLC dated February 15, 2017.

EX-10.1 2 f10q0317ex10icarbonnat.htm AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Exhibit 10.1 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARBON CALIFORNIA COMPANY, LLC (A Delaware limited liability company) Dated as of February 15, 2017 THE INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED

May 19, 2017 EX-10.2

Management Services Agreement by and between Carbon Natural Gas Company and Carbon California Company, LLC dated February 15, 2017.

EX-10.2 3 f10q0317ex10iicarbonnat.htm MANAGEMENT SERVICES AGREEMENT Exhibit 10.2 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT, made and entered into this 15th day of February, 2017 (the “Effective Date”), by and between Carbon Natural Gas Company, a Delaware corporation (the “Manager”), and Carbon California Company, LLC, a Delaware limited liability company (the “Owner”). Mana

May 17, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 20, 2017 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

May 16, 2017 NT 10-Q

Carbon Natural Gas NOTIFICATION OF LATE FILING

NT 10-Q 1 extf10q0317carbonnatural.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR FOR PERIOD ENDED: March 31, 2017 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

May 12, 2017 DEF 14C

Carbon Natural Gas DEFINITIVE INFORMATION STATEMENT

DEF 14C 1 def14c0517carbonnatural.htm DEFINITIVE INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for use of the Commission only as permitted by Rule 14c-6(e)(2) ☒ Definitive I

April 12, 2017 SC 13D/A

CRBO / Carbon Natural Gas Company / Yorktown Energy Partners XI, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Carbon Natural Gas Company (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 14115T109 (CUSIP Number) Bryan H. Lawrence Yorktown Partners LLC 410 Park Avenue 19th Floor New York, New York 10022 (212) 515-211

April 4, 2017 EX-4.1

Form of Warrant with respect to Carbon Appalachian Company, LLC, incorporated by reference to exhibit 4.1 to Form 8-K for Carbon Natural Gas Company filed on April 3, 2017.

EX-4.1 2 f8k040317bex4icarbon.htm FORM OF WARRANT TO PURCHASE COMMON STOCK Exhibit 4.1 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY

April 4, 2017 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 f8k040317bcarbonnatural.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 3, 2017 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Othe

April 4, 2017 EX-99.1

Carbon Natural Gas Company Announces Formation of Carbon Appalachian Company, LLC Acquisition of Natural Gas Producing Properties, Midstream Assets, and Related Financing

EX-99.1 3 f8k040317bex99icarbon.htm PRESS RELEASE DATED APRIL 4, 2017 Exhibit 99.1 Carbon Natural Gas Company Announces Formation of Carbon Appalachian Company, LLC and Acquisition of Natural Gas Producing Properties, Midstream Assets, and Related Financing Denver, Colorado April 4, 2017 Carbon Natural Gas Company (OTCQB:CRBO) On April 3, 2017, Carbon Natural Gas Company (“Carbon” or the “Company”

April 3, 2017 8-K

Entry into a Material Definitive Agreement

8-K 1 f8k033017acarbonnatural.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 30, 2017 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Oth

March 31, 2017 EX-21.1

LIST OF SUBSIDIARIES

EX-21.1 7 f10k2016ex21icarbonnatural.htm SUBSIDIARIES OF THE COMPANY Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization % Ownership Brushy Gap Coal & Gas, Inc. Kentucky 100% owned by our indirect subsidiary Nytis Exploration Company LLC Carbon California Company, LLC Delaware 17.8% represented by Class B Units Carbon California Operating Company, LLC Delaware 100% Ny

March 31, 2017 EX-3.(I)(A)

Amended and Restated Certificate of Incorporation of Carbon Natural Gas Company, dated as of April 27, 2011, incorporated by reference to Exhibit 3(i)(a) to Form 10-K filed on March 31, 2017.

Exhibit 3(i)(a) State of Delaware Secretary of State Division of Corporations Delivered 05:00 PM 04/28/2011 FILED 05:00 PM 04/28/2011 SRV 110470267 - 4411454 FILE Amended And Restated Certificate Of Incorporation Of St.

March 31, 2017 EX-2.4

Purchase and Sale Agreement by and among Nytis Exploration Company LLC, EXCO Production Company (WV), LLC, BG Production Company (WV), LLC and EXCO Resources (PA), dated October 1, 2016, incorporated by reference to Exhibit 2.4 to Form 10-K filed on March 31, 2017.

Exhibit 2.4 Execution Version PURCHASE AND SALE AGREEMENT BY AND AMONG EXCO PRODUCTION COMPANY (WV), LLC, bg PRODUCTION COMPANY (WV), LLC, EXCO Resources (PA) LLC and NYTIS EXPLORATION COMPANY LLC TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 1.1 Definitions 1 1.2 References and Rules of Construction 1 ARTICLE 2 PURCHASE AND SALE 2 2.1 Purchase and Sale 2 2.2 Excluded Assets 2 2.3 Revenues and Expense

March 31, 2017 EX-10.1B

Security Agreement from Carbon Natural Gas Company, Nytis Exploration Company LLC and Nytis Exploration Company (USA) Inc. to LegacyTexas Bank, dated October 3, 2016, incorporated by reference to Exhibit 10.1(b) to Form 10-K filed on March 31, 2017.

Exhibit 10.1B SECURITY AGREEMENT THIS SECURITY AGREEMENT (this agreement, together with all amendments and restatements and Joinders, this "Agreement"), dated as of October 3, 2016, is made by CARBON NATURAL GAS COMPANY, a Delaware corporation ("Borrower"), NYTIS EXPLORATION COMPANY LLC, a Delaware limited liability company, NYTIS EXPLORATION (USA) INC., a Delaware corporation, each of the other s

March 31, 2017 EX-10.1

Credit Agreement, by and between the Company, Nytis Exploration Company LLC, Nytis Exploration (USA) Inc. and LegacyTexas Bank, dated October 3, 2016, incorporated by reference to Exhibit 10.1 to Form 10-K filed on March 31, 2017.

Exhibit 10.1 CREDIT AGREEMENT among CARBON NATURAL GAS COMPANY, as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and LEGACYTEXAS BANK, as Administrative Agent and L/C Issuer LEGACYTEXAS BANK, as Sole Lead Arranger and Sole Book Runner DATED AS OF OCTOBER 3, 2016 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Accounting Matters 27 Section 1.3 ERISA Matter

March 31, 2017 EX-10.1A

Unconditional Guaranty from Nytis Exploration Company, LLC and Nytis Exploration Company (USA) Inc. to LegacyTexas Bank, dated October 3, 2016, incorporated by reference to Exhibit 10.1(a) to Form 10-K filed on March 31, 2017.

Exhibit 10.1(a) UNCONDITIONAL GUARANTY THIS UNCONDITIONAL GUARANTY (this "Guaranty") dated as of October 3, 2016, is made by NYTIS EXPLORATION COMPANY LLC, a Delaware limited liability company, NYTIS EXPLORATION (USA) INC., a Delaware corporation, each a Subsidiary of CARBON NATURAL GAS COMPANY, a Delaware corporation ("Borrower"), whether as an original signatory hereto or as an Additional Guaran

March 31, 2017 EX-99.1

March 1, 2017

Exhibit 99.1 March 1, 2017 Mr. Richard Finucane Manager of Engineering Nytis Exploration Company LLC 2480 Fortune Drive, Suite 300 Lexington, KY 40509 Re: Evaluation Summary Nytis Exploration Company LLC Interests Proved Reserves Various States As of December 31, 2016 Dear Mr. Finucane: As requested, we are submitting our estimates of proved reserves and our forecasts of the resulting economics at

March 31, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 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: 000-02040 CARBON NATURAL

March 16, 2017 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Carbon Natural Gas Company, dated as of March 15, 2017, incorporated by reference to Exhibit 3.1 to Form 8-K filed on March 16, 2017.

Exhibit 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Carbon Natural Gas Company This Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Carbon Natural Gas Company (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, is hereby duly adopted pursuant to and in accordance with th

March 16, 2017 8-K

Carbon Natural Gas CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 15, 2017 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

February 27, 2017 EX-99.1.1

JOINT FILING AGREEMENT

Exhibit 99.1.1 EXHIBIT 1.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share of Carbon Natural Gas Company and further agr

February 27, 2017 SC 13D

CRBO / Carbon Natural Gas Company / Yorktown Energy Partners XI, L.P. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Carbon Natural Gas Company (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 14115T109 (CUSIP Number) Bryan H. Lawrence Yorktown Partners LLC 410 Park Avenue 19th Floor New York, New York 10022 (212) 515-2112 C

February 21, 2017 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 f8k021517carbonnatural.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 15, 2017 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or O

February 21, 2017 EX-99.1

Carbon Natural Gas Company Announces Formation of Carbon California Company, LLC Acquisition of Oil Producing Assets and Related Financing

EX-99.1 3 f8k021517ex99icarbonnatural.htm PRESS RELEASE DATED FEBRUARY 21, 2017 Exhibit 99.1 Carbon Natural Gas Company Announces Formation of Carbon California Company, LLC and Acquisition of Oil Producing Assets and Related Financing Denver, Colorado February 21, 2017 Carbon Natural Gas Company (OTCQB:CRBO) On February 15, 2017, Carbon Natural Gas Company (“Carbon” or the “Company”), entered int

February 21, 2017 EX-4.1

Form of Warrant with respect to Carbon Appalachian Company, LLC, incorporated by reference to exhibit 4.1 to Form 8-K for Carbon Natural Gas Company filed on April 3, 2017.

Exhibit 4.1 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE ?SECURITIES?), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWIS

February 14, 2017 SC 13G/A

CRBO / Carbon Natural Gas Company / Arbiter Partners Capital Management LLC - SC 13G/A Passive Investment

Arbiter Partners Capital Management LLC: Form SC 13G/A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) Carbon Natural Gas Company (Name of Issuer) Common Stock (Title of Class of Securities) 14115T109 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of t

December 19, 2016 8-K/A

Carbon Natural Gas AMENDMENT NO. 1 TO CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 3, 2016 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in its charter) Delaware 000-02040 26-0818050 (State or other jurisdiction of incorporation) (Commi

December 19, 2016 EX-99.2

CARBON NATURAL GAS COMPANY PRO FORMA FINANCIAL INFORMATION (Unaudited)

EX-99.2 3 f8k100316a1ex99iicarbon.htm PRO FORMA FINANCIAL INFORMATION Exhibit 99.2 CARBON NATURAL GAS COMPANY PRO FORMA FINANCIAL INFORMATION (Unaudited) Property Acquisition On October 3, 2016, Nytis Exploration Company LLC (“Nytis LLC”), Carbon Natural Gas Company’s (“Carbon” or the “Company”) indirect subsidiary, completed an acquisition (the “Acquisition”) of producing natural gas wells and na

December 19, 2016 EX-99.1

Table of Contents

EX-99.1 2 f8k100316a1ex99icarbon.htm HISTORICAL FINANCIAL INFORMATION Exhibit 99.1 Table of Contents Page Independent Auditors’ Report 2 Financial Statements Statements of Revenues and Direct Operating Expenses 3 Notes to Statements of Revenues and Direct Operating Expenses 4 INDEPENDENT AUDITORS’ REPORT To the Board of Directors and Shareholders of Carbon Natural Gas Company Denver, Colorado We h

December 7, 2016 8-K

Carbon Natural Gas CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 7, 2016 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

November 14, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended September 30, 2016 ☐ Transition report pursuant to sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 10-Q ? Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended September 30, 2016 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: 000-02040 CARBON NATURAL GAS COMPANY

November 10, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 10, 2016 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

November 10, 2016 EX-99.1

Carbon Natural Gas Company Corporate Presentation

Exhibit 99.1 November 10, 2016 Carbon Natural Gas Company Corporate Presentation Carbon Natural Gas Company (OTCQB:CRBO)will host a Corporate Presentation to discuss recent acquisition activities and operations and strategic plans for 2017. Time: 3:00 pm est Date: Wednesday December 7, 2016 Location: 410 Park Avenue 19th Floor New York, NY 10022 Carbon Natural Gas Company is an independent oil and

October 5, 2016 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 3, 2016 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

October 5, 2016 EX-99.1

Carbon Natural Gas Company Announces Acquisition of West Virginia Natural Gas Assets

Exhibit 99.1 October 5, 2016 Carbon Natural Gas Company Announces Acquisition of West Virginia Natural Gas Assets Carbon Natural Gas Company (OTCBB:CRBO) is pleased to announce the acquisition of producing natural gas wells and natural gas gathering facilities assets located in the Company?s Appalachian Basin operating area. The purchase price of the acquired assets is $9,000,000, subject to norma

August 15, 2016 EX-10.1

FIFTH AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER

Exhibit 10.1 FIFTH AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER This FIFTH AMENDMENT OF AMENDED AND RESTATED CREDIT Agreement AND LIMITED WAIVER (this “Instrument”) dated as of May 17, 2016, is by and between NYTIS EXPLORATION COMPANY LLC, a Delaware limited liability company ("Borrower"), and BOKF, NA, a national banking association, dba Bank of Oklahoma ("BOK"). RECITALS

August 15, 2016 EX-10.1

FIFTH AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER

Exhibit 10.1 FIFTH AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER This FIFTH AMENDMENT OF AMENDED AND RESTATED CREDIT Agreement AND LIMITED WAIVER (this “Instrument”) dated as of May 17, 2016, is by and between NYTIS EXPLORATION COMPANY LLC, a Delaware limited liability company ("Borrower"), and BOKF, NA, a national banking association, dba Bank of Oklahoma ("BOK"). RECITALS

August 15, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended June 30, 2016 ☐ Transition report pursuant to section 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended June 30, 2016 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: 000-02040 CARBON NATURAL GAS COMPANY (Ex

June 16, 2016 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 16, 2016 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

May 23, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended March 31, 2016 ☐ Transition report pursuant to section 1

10-Q 1 f10q0316carbonnatural.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended March 31, 2016 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission Fi

May 23, 2016 EX-10.1

Carbon Natural Gas Company 2016 Annual Incentive Plan, incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 23, 2016.

Exhibit 10.1 Carbon Natural Gas Company Annual Incentive Plan 2016 Carbon Natural Gas Company 2016 Annual Incentive Plan Plan Objectives The Annual Incentive Plan (the “Plan”) is designed to meet the following objectives: ● Provide an annual incentive plan that is performance driven and is focused on objectives that are critical to the success of Carbon Natural Gas Company and the creation of valu

May 16, 2016 NT 10-Q

Carbon Natural Gas NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR FOR PERIOD ENDED: March 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR Fo

May 10, 2016 DEF 14C

Carbon Natural Gas DEFINITIVE INFORMATION STATEMENT

DEF 14C 1 def14c0516carbonnatural.htm DEFINITIVE INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for use of the Commission only as permitted by Rule 14c-6(e)(2) ☒ Definitive I

April 12, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 7, 2016 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

March 28, 2016 EX-21.1

LIST OF SUBSIDIARIES

EX-21.1 3 f10k2015ex21icarbon.htm SUBSIDIARIES OF THE COMPANY Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization % Ownership Nytis Exploration (USA) Inc. Delaware 100% Nytis Exploration Company LLC Delaware 98.1 % owned by our subsidiary Nytis Exploration (USA) Inc. Brushy Gap Coal & Gas, Inc. Kentucky 100% owned by our indirect subsidiary Nytis Exploration Company L

March 28, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 ☐ TRANSITION REPORT PURSUA

10-K 1 f10k2015carbonnatural.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to C

March 28, 2016 EX-10.12

Carbon Natural Gas Company 2015 Stock Incentive Plan incorporated by reference to Exhibit 10.12 to Form 10-K filed on March 28, 2016.

EX-10.12 2 f10k2015ex10xiicarbon.htm CARBON NATURAL GAS COMPANY 2015 STOCK INCENTIVE PLAN Exhibit 10.12 CARBON NATURAL GAS COMPANY 2015 STOCK INCENTIVE PLAN Section 1 PURPOSE AND ESTABLISHMENT 1.1 Purpose. The purpose of the Carbon Natural Gas Company 2015 Stock Incentive Plan (the “Plan”) is to provide a means through which Carbon Natural Gas Company, a Delaware corporation (the “Company”), and i

March 28, 2016 EX-99.1

February 24, 2016

EX-99.1 10 f10k2015ex99icarbonnatural.htm REPORT OF CAWLEY, GILLESPIE & ASSOCIATES, INC., INDEPENDENT PETROLEUM ENGINEERS. Exhibit 99.1 February 24, 2016 Mr. Richard Finucane Manager of Engineering Nytis Exploration Company LLC 2480 Fortune Drive, Suite 300 Lexington, KY 40509 Re: Evaluation Summary Nytis Exploration Company LLC Interests Proved Reserves Various States As of December 31, 2015 Dear

March 23, 2016 EX-10.1

RESTRICTED STOCK AGREEMENT

Exhibit 10.1 RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this ?Agreement?) is made as of the day of , 20 (the ?Effective Date?), between Carbon Natural Gas Company, a Delaware corporation (the ?Company?), and (the ?Director?). 1. Award. Pursuant to the Carbon Natural Gas Company 2011 Stock Incentive Plan, as amended (the ?Plan?) and effective as of the Effective Date, an award of (

March 23, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 16, 2016 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

March 23, 2016 EX-10.2

RESTRICTED STOCK AGREEMENT

Exhibit 10.2 RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this ?Agreement?) is made as of the day of , 20 (the ?Effective Date?), between Carbon Natural Gas Company, a Delaware corporation (the ?Company?), and (the ?Employee?). 1. Award. Pursuant to the Carbon Natural Gas Company 2015 Stock Incentive Plan, as amended (the ?Plan?) and effective as of the Effective Date, an award of u

February 16, 2016 SC 13G

CRBO / Carbon Natural Gas Company / Arbiter Partners Capital Management LLC - SCHEDULE 13G Passive Investment

SC 13G 1 schedule13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Carbon Natural Gas Company (Name of Issuer) Common Stock (Title of Class of Securities) 14115T109 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

November 16, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended September 30, 2015 ☐ Transition report pursuant to sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 10-Q ? Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended September 30, 2015 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: 000-02040 CARBON NATURAL GAS COMPANY

August 13, 2015 EX-3.(II)

AMENDED & RESTATED BYLAWS OF CARBON NATURAL GAS COMPANY ARTICLE 1 Business Offices

Exhibit 3(ii) AMENDED & RESTATED BYLAWS OF CARBON NATURAL GAS COMPANY ARTICLE 1 Business Offices The corporation shall have such offices either within or outside the State of Delaware and within or outside the United States, as the Board of Directors may from time to time determine or as the business of the corporation may require.

August 13, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended June 30, 2015 or o Transition report pursuant to section

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended June 30, 2015 or o 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: 000-02040 CARBON NATURAL GAS COMPANY (Ex

May 20, 2015 DEF 14C

Carbon Natural Gas DEFINITIVE INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for use of the Commission only as permitted by Rule 14c-6(e)(2) ? Definitive Information Statement Carbon Natural Gas Company (Name of Registrant as

May 14, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended March 31, 2015 or o Transition report pursuant to sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended March 31, 2015 or o 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: 000-02040 CARBON NATURAL GAS COMPANY (E

May 14, 2015 EX-10.2

Carbon Natural Gas Company 2015 Annual Incentive Plan, incorporated by reference to Exhibit 10.2 to Form 10-Q filed on May 14, 2015.

EX-10.2 2 f10q0315ex10iicarbon.htm 2015 ANNAUL INCENTIVE PLAN Exhibit 10.2 Carbon Natural Gas Company Annual Incentive Plan 2015 Carbon Natural Gas Company 2015 Annual Incentive Plan Plan Objectives The Annual Incentive Plan (the “Plan”) is designed to meet the following objectives: ● Provide an annual incentive plan that is performance driven and focused on objectives that are critical to the suc

May 6, 2015 PRE 14C

Carbon Natural Gas PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: T Preliminary Information Statement ? Confidential, for use of the Commission only as permitted by Rule 14c-6(e)(2) ? Definitive Information Statement Carbon Natural Gas Company (Name of Registrant as

May 5, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 29, 2015 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

May 5, 2015 EX-3.1

Amended and Restated Bylaws, incorporated by reference to Exhibit 3(i) to Form 8-K filed on May 5, 2015.

Exhibit 3.1 AMENDED & RESTATED BYLAWS OF CARBON NATURAL GAS COMPANY ARTICLE 1 Business Offices The corporation shall have such offices either within or outside the State of Delaware and within or outside the United States, as the Board of Directors may from time to time determine or as the business of the corporation may require. ARTICLE 2 Registered Offices and Registered Agents Section 2.1. Dela

April 9, 2015 EX-10.1

RESTRICTED STOCK AGREEMENT

Exhibit 10.1 RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the 8th day of April, 2015 (the “Effective Date”), between Carbon Natural Gas Company, a Delaware corporation (the “Company”), and [] (the “Employee”). 1. Award. Pursuant to the Carbon Natural Gas Company 2011 Stock Incentive Plan, as amended (the “Plan”) and effective as of the Effective Date,

April 9, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 f8k040815carbonnatural.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 8, 2015 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other

March 31, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ☐ TRANSITION REPORT PURSUA

10-K 1 f10k2014carbonnatural.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to C

March 31, 2015 EX-21.1

LIST OF SUBSIDIARIES

Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization % Ownership Nytis Exploration (USA) Inc. Delaware 100% Nytis Exploration Company LLC Delaware 98.1 % owned by our subsidiary Nytis Exploration (USA) Inc. Brushy Gap Coal & Gas, Inc. Kentucky 100% owned by our indirect subsidiary Nytis Exploration Company LLC

March 31, 2015 EX-99.1

Cawley, Gillespie & Associates, Inc. Petroleum consultants 302 fort worth club building 306 west seventh street fort worth, texas 76102-4987 (817) 336-2461 February 3, 2015

Exhibit 99.1 Cawley, Gillespie & Associates, Inc. Petroleum consultants 302 fort worth club building 306 west seventh street fort worth, texas 76102-4987 (817) 336-2461 February 3, 2015 Mr. Richard Finucane Manager of Engineering Nytis Exploration Company LLC 2480 Fortune Drive, Suite 300 Lexington, KY 40509 Re: Evaluation Summary Nytis Exploration Company LLC Interests Proved Reserves Various Sta

March 31, 2015 EX-2.5

Purchase and Sale Agreement by and among Nytis Exploration Company LLC, Liberty Energy, LLC and Continental Resources, Inc., dated October 15, 2014, incorporated by reference to Exhibit 2.5 to Form 10-K filed on March 31, 2015. Portions of the Purchase and Sale Agreement have been omitted pursuant to a request for confidential treatment.

Exhibit 2.5 confidential treatment requested Purchase and SALE AGREEMENT This Purchase and Sale Agreement (the “Agreement”), dated October 15, 2014, is between Nytis Exploration Company LLC, a Delaware limited liability company (“Nytis”), whose address is 2480 Fortune Drive, Lexington, KY 40509 and Liberty Energy, LLC, a Massachusetts limited liability company (“Liberty”) , whose address is c/o Ol

January 9, 2015 SC 13G

CRBO / Carbon Natural Gas Company / Arbiter Partners Capital Management LLC - SCHEDULE 13G Passive Investment

Arbiter Partners Capital Management LLC - Schedule 13G - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Carbon Natural Gas Company (Name of Issuer) Common Stock (Title of Class of Securities) 14115T109 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of t

December 19, 2014 8-K

Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 15, 2014 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

December 17, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 11, 2014 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

November 14, 2014 EX-2.2

PARTICIPATION AGREEMENT BEREA SANDSTONE PROGRAM BOYD, CARTER, GREENUP AND LAWRENCE COUNTIES, KENTUCKY

EX-2.2 2 f10q0914ex2iicarbonnatural.htm PARTICIPATION AGREEMENT Exhibit 2.2 PARTICIPATION AGREEMENT BEREA SANDSTONE PROGRAM BOYD, CARTER, GREENUP AND LAWRENCE COUNTIES, KENTUCKY This Participation Agreement (“Agreement”) is entered into as of September 17, 2012 (the “Effective Date”), by and among NYTIS EXPLORATION COMPANY LLC, a Delaware limited liability company (“Nytis”), CARBON NATURAL GAS COM

November 14, 2014 EX-2.3

Participation Agreement by and between the Company, Nytis Exploration Company LLC and Liberty Energy LLC, dated February 25, 2014, incorporated by reference to Exhibit 2.3 to Form 10-Q filed on November 14, 2014.

EX-2.3 3 f10q0914ex2iiicarbonnatural.htm PARTICIPATION AGREEMENT Exhibit 2.3 PARTICIPATION AGREEMENT BOYD, CARTER, GREENUP AND LAWRENCE COUNTIES, KENTUCKY This Participation Agreement (“Agreement”) is entered into as of February 25, 2014 (the “Effective Date”), by and among NYTIS EXPLORATION COMPANY LLC, a Delaware limited liability company (“Nytis”), CARBON NATURAL GAS COMPANY, a Delaware corpora

November 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended September 30, 2014 or o 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: 000-02040 CARBON NATURAL GAS COMPAN

November 14, 2014 EX-2.4

Addendum to Participation Agreement by and between the Company, Nytis Exploration Company LLC and Liberty Energy LLC, dated February 26, 2014, incorporated by reference to Exhibit 2.4 to Form 10-Q filed on November 14, 2014.

EX-2.4 4 f10q0914ex2ivcarbonnatural.htm ADDENDUM TO PARTICIPATION AGREEMENT Exhibit 2.4 ADDENDUM TO PARTICIPATION AGREEMENT THIS ADDENDUM made this 26th day of February, 2014, by and between NYTIS EXPLORATION COMPANY LLC, a Delaware limited liability company (“Nytis”) and LIBERTY ENERGY, LLC, a Massachusetts limited liability company (“Liberty”). WHEREAS, Nytis and Liberty entered into that certai

October 20, 2014 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 15, 2014 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

September 15, 2014 CORRESP

CRBO / Carbon Natural Gas Company CORRESP - -

CORRESP 1 filename1.htm September 15, 2014 Via EDGAR and E-mail H. Roger Schwall, Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Re: Carbon Natural Gas Company 10-K for the Fiscal Year ended December 31, 2013 Filed March 31, 2014 File No. 0-02040 Dear Mr. Schwall: This letter is in response to the Commiss

August 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 f10q0614carbonnatural.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended June 30, 2014 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission Fil

July 3, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8k063014carbonnatural.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 30, 2014 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other

July 1, 2014 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 f8k062614carbonnaturalgas.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 26, 2014 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Ot

June 26, 2014 8-K

Regulation FD Disclosure

8-K 1 f8k062614carbonnatural.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 26, 2014 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other

June 9, 2014 SC 13D/A

CRBO / Carbon Natural Gas Company / RBCP Energy Fund Investments, LP, c/o RBC Capital Partners - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Carbon Natural Gas Company (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 14115T109 (CUSIP Number) RBCP Energy Fund Investments, LP c/o RBC Capital Partners Royal Bank Plaza, South Tower 200 Bay Street ,9th Floor

June 9, 2014 EX-10.1

STOCK PURCHASE AGREEMENT

EX-10.1 2 f8k060314ex10icarbonnatural.htm STOCK PURCHASE AGREEMENT Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the “Agreement”), dated June 9, 2014 (the “Closing Date”), is by and between Carbon Natural Gas Company, a Delaware corporation (the “Company”) and RBCP Energy Fund Investments, LP (the “Selling Stockholder”). The Company and the Selling Stockholder are sometimes

June 9, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 9, 2014 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

May 14, 2014 EX-10.5

Carbon Natural Gas Company Annual Incentive Plan

Exhibit 10.5 Carbon Natural Gas Company Annual Incentive Plan 2014 Carbon Natural Gas Company 2014 Annual Incentive Plan Plan Objectives The Annual Incentive Plan (the ?Plan?) is designed to meet the following objectives: ? Provide an annual incentive plan that is performance driven and focused on objectives that are critical to the success of Carbon Natural Gas Company and the creation of value f

May 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 10-Q

10-Q 1 f10q0314carbonnaturalgas.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 10-Q x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended March 31, 2014 or o Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission

May 9, 2014 DEF 14C

- DEFINITIVE INFORMATION STATEMENT

DEF 14C 1 def14c0514carbonnaturalgas.htm DEFINITIVE INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for use of the Commission only as permitted by Rule 14c-6(e)(2) x Definitiv

April 3, 2014 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 3, 2014 (March 27, 2014) CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

April 2, 2014 EX-10.1

RESTRICTED STOCK AGREEMENT

Exhibit 10.1 RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the day of , 2014 (the “Effective Date”), between Carbon Natural Gas Company, a Delaware corporation (the “Company”), and (the “Director”). 1. Award. Pursuant to the Carbon Natural Gas Company 2011 Stock Incentive Plan, as amended (the “Plan”) and effective as of the Effective Date, an award of

April 2, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 2, 2014 (March 27, 2014) CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

April 2, 2014 EX-10.2

RESTRICTED STOCK AGREEMENT

EX-10.2 3 f8k032714ex10iicarbon.htm FORM OF OFFICER RESTRICTED STOCK AGREEMENT. Exhibit 10.2 RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the day of , 2014 (the “Effective Date”), between Carbon Natural Gas Company, a Delaware corporation (the “Company”), and (the “Employee”). 1. Award. Pursuant to the Carbon Natural Gas Company 2011 Stock Incentive P

March 31, 2014 EX-10.12

PARTICIPATION AGREEMENT BOYD, CARTER, GREENUP AND LAWRENCE COUNTIES, KENTUCKY

Exhibit 10.12 PARTICIPATION AGREEMENT BOYD, CARTER, GREENUP AND LAWRENCE COUNTIES, KENTUCKY This Participation Agreement (?Agreement?) is entered into as of February 25, 2014 (the ?Effective Date?), by and among NYTIS EXPLORATION COMPANY LLC, a Delaware limited liability company (?Nytis?), CARBON NATURAL GAS COMPANY, a Delaware corporation (?Carbon?) (for purposes of Article X only), and LIBERTY E

March 31, 2014 EX-99.1

February 20, 2014

Exhibit 99.1 February 20, 2014 Mr. Richard Finucane Manager of Engineering Nytis Exploration Company LLC 2480 Fortune Drive, Suite 300 Lexington, KY 40509 Re: Evaluation Summary Nytis Exploration Company LLC Interests Proved Reserves Various States As of December 31, 2013 Dear Mr. Finucane: As requested, we are submitting our estimates of proved reserves and our forecasts of the resulting economic

March 31, 2014 EX-10.13

ADDENDUM PARTICIPATION AGREEMENT

EX-10.13 3 f10k2013ex10xiiicarbonnatur.htm LIBERTY PARTICIPATION AGREEMENT Exhibit 10.13 ADDENDUM TO PARTICIPATION AGREEMENT THIS ADDENDUM made this 26th day of February, 2014, by and between NYTIS EXPLORATION COMPANY LLC, a Delaware limited liability company (“Nytis”) and LIBERTY ENERGY, LLC, a Massachusetts limited liability company (“Liberty”). WHEREAS, Nytis and Liberty entered into that certa

March 31, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

f10k2013carbonnatural.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or o 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

March 31, 2014 EX-21.1

LIST OF SUBSIDIARIES

EX-21.1 4 f10k2013ex21icarbonnatural.htm SUBSIDIARIES OF THE COMPANY. Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization % Ownership Nytis Exploration (USA) Inc. Delaware 100% Nytis Exploration Company LLC Delaware 98.1 % owned by our subsidiary Nytis Exploration (USA) Inc. Brushy Gap Coal & Gas, Inc. Kentucky 100% owned by our indirect subsidiary Nytis Exploration C

February 26, 2014 8-K

Entry into a Material Definitive Agreement

8-K 1 f8k022514carbonnatural.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 26, 2014 (February 25, 2014) CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26

January 29, 2014 SC 13G

CRBO / Carbon Natural Gas Company / Arbiter Partners Capital Management LLC - SC 13G Passive Investment

SC 13G 1 sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Carbon Natural Gas Company (Name of Issuer) Common Stock (Title of Class of Securities) 14115T109 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

November 13, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended September 30, 2013 or o 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: 000-02040 CARBON NATURAL GAS COMPAN

August 14, 2013 EX-10.1

FOURTH AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT AND BORROWING BASE REDETERMINATION

EX-10.1 2 f10q0613ex10icarbonnatural.htm AMENDED AND RESTATED CREDIT AGREEMENT AND BORROWING BASE REDETERMINATION Exhibit 10.1 FOURTH AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT AND BORROWING BASE REDETERMINATION THIS FOURTH AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT AND BORROWING BASE REDETERMINATION (this “Amendment”), dated as of June 28, 2013, is by and between NYTIS EXPLORATION

August 14, 2013 EX-10.2

AMENDMENT OP GUARANTY

EX-10.2 3 f10q0613ex10iicarbonnatural.htm AMENDMENT OF GUARANTY FROM NYTIS EXPLORATION (USA) Exhibit 10.2 AMENDMENT OP GUARANTY THIS AMENDMENT OF GUARANTY (this “Instrument”), dated as of June 28, 2013, is between NYTIS EXPLORATION (USA) INC., a Delaware corporation (“Guarantor”), and BOKF, NA, a national banking association, dba BANK OF OKLAHOMA (“BOK”), f/k/a BANK OF OKLAHOMA, NATIONAL ASSOCIATI

August 14, 2013 EX-10.3

AMENDMENT OF GUARANTY

EX-10.3 4 f10q0613ex10iiicarbon.htm AMENDMENT OF GUARANTY FROM CARBON NATURAL GAS Exhibit 10.3 AMENDMENT OF GUARANTY THIS AMENDMENT OF GUARANTY (this “Instrument”), dated as of June 28, 2013, is between CARBON NATURAL GAS COMPANY, a Delaware corporation (“Guarantor”), and BOKF, NA, a national banking association, dba BANK OF OKLAHOMA (“BOK”). RECITALS A. Guarantor executed and delivered to BOK a G

August 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended June 30, 2013 or o 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: 000-02040 CARBON NATURAL GAS COMPANY (Ex

July 1, 2013 8-K

Submission of Matters to a Vote of Security Holders - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 1, 2013 (June 25, 2013) CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

June 25, 2013 8-K

Regulation FD Disclosure - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 25, 2013 CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

May 20, 2013 EX-10.1

Carbon Natural Gas Company Annual Incentive Plan Carbon Natural Gas Company 2013 Annual Incentive Plan

EX-10.1 2 f8k051413ex10icarbon.htm CARBON NATURAL GAS COMPANY 2013 ANNUAL INCENTIVE PLAN Exhibit 10.1 Carbon Natural Gas Company Annual Incentive Plan 2013 Carbon Natural Gas Company 2013 Annual Incentive Plan Plan Objectives The Annual Incentive Plan (the “Plan”) is designed to meet the following objectives: ● Provide an annual incentive plan that is performance driven and focused on objectives t

May 20, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 20, 2013 (May 14, 2013) CARBON NATURAL GAS COMPANY (Exact name of registrant as specified in charter) Delaware 000-02040 26-0818050 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

May 20, 2013 EX-10.2

CARBON NATURAL GAS COMPANY 2011 STOCK INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENT _____________, 2013

EX-10.2 3 f8k051413ex10iicarbon.htm FORM OF PERFORMANCE UNIT AWARD AGREEMENT PURSUANT TO THE CARBON NATURAL GAS COMPANY 2011 STOCK INCENTIVE PLAN, AS AMENDED Exhibit 10.2 CARBON NATURAL GAS COMPANY 2011 STOCK INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENT , 2013 To: [] Carbon Natural Gas Company, a Delaware corporation (the “Company”), is pleased to grant you an award (the “Award”) to receive an

May 15, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended March 31, 2013 or o 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: 000-02040 CARBON NATURAL GAS COMPANY (E

May 8, 2013 DEF 14C

- SCHEDULE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for use of the Commission only as permitted by Rule 14c-6(e)(2) x Definitive Information Statement Carbon Natural Gas Company (Name of Registrant as

April 5, 2013 EX-10.4

Employment Agreement between the Company and Kevin Struzeski, incorporated by reference to Exhibit 10.4 to Form 8-K filed on April 5, 2013.

EX-10.4 5 f8k033013ex10ivcarbon.htm CFO EMPLOYMENT AGREEMENT. Exhibit 10.4 Employment Agreement by and between Carbon Natural Gas Company and Kevin D. Struzeski Dated as of March 30, 2013 TABLE OF CONTENTS Page ARTICLE 1 TERM OF EMPLOYMENT 1 1.1 Position and Employment Period. 1 1.2 Change in Control. 1 ARTICLE 2 DUTIES 3 2.1 Duties. 3 ARTICLE 3 COMPENSATION 3 3.1 Salary. 3 3.2 Benefits. 3 3.3 Rei

April 5, 2013 EX-10.1

RESTRICTED STOCK AGREEMENT

Exhibit 10.1 RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the day of , 20, between Carbon Natural Gas Company, a Delaware corporation (the “Company”), and (the “Director”). 1. Award. Pursuant to the Carbon Natural Gas Company 2011 Stock Incentive Plan (the “Plan”), as of , 20, () shares of the Company’s common stock, par value $0.01 per share (the “Re

April 5, 2013 EX-10.3

Employment Agreement between the Company and Mark Pierce, incorporated by reference to Exhibit 10.3 to Form 8-K filed on April 5, 2013.

Exhibit 10.3 Employment Agreement by and between Carbon Natural Gas Company and Mark D. Pierce Dated as of March 30, 2013 TABLE OF CONTENTS Page ARTICLE 1 TERM OF EMPLOYMENT 1 1.1 Position and Employment Period. 1 1.2 Change in Control. 1 ARTICLE 2 DUTIES 3 2.1 Duties. 3 ARTICLE 3 COMPENSATION 3 3.1 Salary. 3 3.2 Benefits. 3 3.3 Reimbursement of Expenses. 3 ARTICLE 4 DEATH, DISABILITY AND TERMINAT

April 5, 2013 EX-10.5

RESTRICTED STOCK AGREEMENT

EX-10.5 6 f8k033013ex10vcarbon.htm FORM OF OFFICER RESTRICTED STOCK AGREEMENT. Exhibit 10.5 RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the day of, 2012 (the “Effective Date”), between Carbon Natural Gas Company, a Delaware corporation (the “Company”), and (the “Employee”). 1. Award. Pursuant to the Carbon Natural Gas Company 2011 Stock Incentive Pla

April 5, 2013 EX-10.2

Employment Agreement between the Company and Patrick McDonald, incorporated by reference to Exhibit 10.2 to Form 8-K filed on April 5, 2013.

Exhibit 10.2 Employment Agreement by and between Carbon Natural Gas Company and Patrick R. McDonald Dated as of March 30, 2013 TABLE OF CONTENTS Page ARTICLE 1 TERM OF EMPLOYMENT 1 1.1 Position and Employment Period. 1 1.2 Change in Control. 1 ARTICLE 2 DUTIES 3 2.1 Duties. 3 ARTICLE 3 COMPENSATION 3 3.1 Salary. 3 3.2 Benefits; Life Insurance. 3 3.3 Reimbursement of Expenses. 4 ARTICLE 4 DEATH, DI

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