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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Yorktown Energy Partners XI, L.P.

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/15/2017 

3. Issuer Name and Ticker or Trading Symbol

Carbon Natural Gas Co [CRBO]

(Last)        (First)        (Middle)

410 PARK AVENUE, 19TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10022       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant   2/15/2017   2/15/2024   Common Stock   30555556   (1) (2) $0.36   (1) (2) D    

Explanation of Responses:
( 1)  The warrant gives Yorktown Energy Partners XI, L.P. ("Yorktown XI") the right to purchase a number of shares of common stock of Carbon Natural Gas Company (the "Issuer") determined, as of the time of exercise, by dividing the aggregate unreturned capital of Yorktown XI's Class A units of Carbon California Company, LLC, a Delaware limited liability company ("CCC"), then held by Yorktown XI by the exercise price then in effect. The number of shares of common stock of the Issuer and the exercise price are subject to certain adjustments from time to time as set forth in the warrant, including adjustments upon the subdivision or combination of shares of common stock of the Issuer, payment of dividends by the Issuer, distributions by CCC, and additional capital contributions made by Yorktown XI to CCC.
( 2)  (Continued from Footnote 1) The amounts set forth above represent the number of shares of common stock and the exercise price as of the date of the issuance of the warrant. In consideration of the exercise of the warrant, Yorktown XI shall transfer and assign to the Issuer a number of Class A units of CCC in accordance with the formula set forth in the warrant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Yorktown Energy Partners XI, L.P.
410 PARK AVENUE, 19TH FLOOR
NEW YORK, NY 10022
X


Signatures
Yorktown Energy Partners XI, L.P., By: Yorktown XI Company LP, its general partner, By: Yorktown XI Associates LLC, its general partner, /s/ Peter A. Leidel, Manager 2/17/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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