FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *

LAWRENCE BRYAN H 		2. Issuer Name and Ticker or Trading Symbol

Carbon Energy Corp [ CRBO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O YORKTOWN PARTNERS LLC, 410 PARK AVENUE, 19TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/1/2017
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock, par value $0.01 per share   11/1/2017     M    432051   (1) A   (2) 432051   I   See Footnotes   (5) (6)
Common stock, par value $0.01 per share   2/1/2018     M    1527778   (3) A   (4) 1959829   I   See Footnotes   (5) (6)
Common stock, par value $0.01 per share   4/5/2018     A (7)    4000   A $0.00   28000   D    
Common stock, par value $0.01 per share                  896915   I   See Footnotes   (8) (6)
Common stock, par value $0.01 per share                  896915   I   See Footnotes   (9) (6)
Common stock, par value $0.01 per share                  1111111   I   See Footnotes   (10) (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant     (2) 11/1/2017     M         432051    4/3/2017   4/3/2024   Common Stock, par value $0.01 per share   432051     (2) 0   I   See Footnotes   (5) (6)
Warrant     (4) 2/1/2018     M         1527778   (11)   2/15/2017   2/15/2024   Common Stock, par value $0.01 per share   1527778   (11)   (4) 0   I   See Footnotes   (5) (6)
Series B Convertible Preferred Stock, par value $0.01/share     (12) 4/6/2018     P      50000       4/6/2018     (13) Common Stock, par value $0.01 per share   50000   $100.00   50000   I   See Footnotes   (5) (6)

Explanation of Responses:
(1)  Shares received upon exercise of Warrant No. 2, issued on April 3, 2017 (the "CAC Warrant") to Yorktown Energy Partners XI, L.P. ("Yorktown XI").
(2)  The consideration Yorktown XI paid for the full exercise of the CAC Warrant was the transfer and assignment to Carbon Natural Gas Company (the "Issuer") of 2,940 Class A Units of Carbon Appalachian Company, LLC, a Delaware limited liability company.
(3)  Shares received upon exercise of Warrant No. 1, issued on February 15, 2017 (the "CCC Warrant") to Yorktown XI.
(4)  The consideration Yorktown XI paid for the full exercise of the CCC Warrant was the transfer and assignment to the Issuer of 11,000 Class A Units of Carbon California Company, LLC, a Delaware limited liability company.
(5)  These securities are directly owned by Yorktown XI. The reporting person is a member and a manager of the general partner of the general partner of Yorktown XI.
(6)  The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purpose.
(7)  Restricted stock grant.
(8)  These securities are directly owned by Yorktown Energy Partners V, L.P. ("Yorktown V"). The reporting person is a member and a manager of the general partner of Yorktown V.
(9)  These securities are directly owned by Yorktown Energy Partners VI, L.P. ("Yorktown VI"). The reporting person is a member and a manager of the general partner of the general partner of Yorktown VI.
(10)  These securities are directly owned by Yorktown Energy Partners IX, L.P. ("Yorktown IX"). The reporting person is a member and a manager of the general partner of the general partner of Yorktown XI.
(11)  On March 15, 2017, the Issuer effected a one for twenty reverse stock split of the Issuer's issued and outstanding common stock, as reported on the Current Report on Form 8-K filed by the Issuer with the SEC on March 16, 2017. As a result, the number of shares of common stock underlying the CCC Warrant was proportionately reduced from 30,555,556 to 1,527,778.
(12)  The Series B Convertible Preferred Stock converts into shares of the Issuer's common stock at the election of the holder and will automatically convert into shares of the Issuer's common stock if and when the Issuer completes a qualifying equity financing. The number of shares of common stock issuable upon conversion is dependent upon the price per share of common stock issued in connection with any such qualifying equity financing, but has an initial floor conversion price equal to $8.00 per share. The conversion price will be proportionately increased or decreased to reflect changes to the outstanding shares of common stock, such as the result of a combination, reclassification, subdivision, stock split, stock dividend or other similar transaction involving the common stock.
(13)  The Series B Convertible Preferred Stock has no expiration date. However, it converts into shares of the Issuer's common stock at the election of the holder and will automatically convert into shares of the Issuer's common stock if and when the Issuer completes a qualifying equity financing.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LAWRENCE BRYAN H
C/O YORKTOWN PARTNERS LLC
410 PARK AVENUE, 19TH FLOOR
NEW YORK, NY 10022 		X



Signatures
/s/ Bryan H. Lawrence 9/18/2018
** 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 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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