UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant to~~PURSUANT ~~Section~~ TO SECTION 13 orOR 15(d) ~~of the~~

~~Securities~~OF ~~Exchange~~THE ~~Act~~SECURITIES ofEXCHANGE ACT OF 1934

Date of ~~report~~Report (Date of earliest event reported): ~~January 30~~March 3, 2017, (~~January~~February 2728, 2017)

LINNCO, LLC

(Exact name of registrant as specified in its charter)

Delaware	001-35695	45-5166623
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
Of Incorporation)	File Number)	Identification No.)

600 Travis Houston, Texas		77002
600 Travis Street Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

(281) 840-4000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Explanatory ~~1.03~~Note: ~~Bankruptcy or Receivership~~

On ~~May~~January 1127, ~~2016~~2017, ~~Linn~~the ~~Energy,~~United ~~LLC~~States ~~(“LINN Energy”),~~Bankruptcy ~~LinnCo,~~Court ~~LLC~~for the Southern District of Texas (the “~~Company~~Court”), anentered the Order ~~affiliate~~Confirming of(I) Amended ~~LINN~~Joint ~~Energy,~~Chapter ~~and~~11 ~~certain~~Plan of ~~LINN~~Reorganization of Linn Energy’s, ~~direct~~LLC and ~~indirect~~Its ~~subsidiaries~~Debtor Affiliates ~~(collectively~~Other ~~with~~Than ~~the~~Linn Acquisition Company, LLC and ~~LINN~~Berry ~~Energy,~~Petroleum ~~the “Debtors”)~~Company, ~~filed~~LLC ~~voluntary~~and ~~petitions for~~(II) Amended ~~reorganization~~Joint ~~under~~ Chapter 11 Plan of ~~the~~Reorganization ~~United~~of ~~States~~Linn ~~Bankruptcy~~Acquisition ~~Code~~Company, inLLC ~~the~~and ~~United~~Berry ~~States~~Petroleum ~~Bankruptcy~~Company, ~~Court for the Southern District of Texas~~ LLC (the “~~Court~~Confirmation Order”)., ~~The~~which ~~Debtors’~~approved ~~Chapter~~and confirmed 11the ~~cases~~Amended ~~are~~Joint ~~being~~Chapter ~~administered~~11 ~~jointly~~Plan ~~under~~of ~~the caption~~Reorganization Inof re Linn Energy, LLC, ~~et al.~~LinnCo, ~~Case~~LLC ~~No. 16-60040~~ (the “~~Chapter~~Company”) 11and ~~Cases~~certain of their debtor affiliates (the “Plan”).

OnThe ~~January 27, 2017,~~Plan ~~the~~was ~~Court~~previously ~~entered~~filed ~~the~~as ~~Order~~Exhibit ~~Confirming~~2.1 ~~(I) Amended~~to ~~Joint~~the ~~Chapter~~Company’s 11Current ~~Plan~~Report ofon ~~Reorganization~~Form of8-K ~~Linn~~filed with ~~Energy,~~the ~~LLC~~U.S. Securities and ~~its~~Exchange ~~Debtor~~Commission ~~Affiliates~~(the ~~Other~~“Commission”) ~~Than~~on ~~Linn Acquisition Company~~January 31, ~~LLC~~2017 and ~~Berry~~is ~~Petroleum~~hereby ~~Company,~~incorporated ~~LLC~~by ~~and~~reference ~~(II)~~as ~~Amended~~Exhibit ~~Joint Chapter~~2.1 11to ~~Plan~~this ofCurrent ~~Reorganization~~Report ofon ~~Linn~~Form ~~Acquisition~~8-K. ~~Company,~~A ~~LLC~~copy ~~and~~of ~~Berry~~the Confirmation ~~Petroleum~~Order ~~Company,~~was ~~LLC~~previously ~~(the~~filed ~~“Confirmation~~as ~~Order”),~~Exhibit ~~which~~99.1 ~~approved~~to ~~and~~the ~~confirmed~~Company’s ~~the~~Current ~~Amended~~Report ~~Joint~~on ~~Chapter~~Form 118-K ~~Plan~~filed ofwith ~~Reorganization~~the ofCommission ~~Linn~~on ~~Energy~~January 31, ~~LLC~~2017 and ~~Its~~ ~~Debtor~~is ~~Affiliates~~hereby ~~Other~~incorporated ~~Than~~by ~~Linn~~reference ~~Acquisition~~as ~~Company,~~Exhibit 99.1 ~~LLC~~to ~~and~~this ~~Berry~~Current ~~Petroleum~~Report ~~Company,~~on ~~LLC~~Form ~~(the “Plan”)~~8-K.

~~The Debtors~~On ~~expect~~February ~~that~~28, 2017 (the “Effective Date”), the Plan became effective, ~~date~~and ofpursuant to the Plan ~~will~~all ~~occur~~of asthe ~~soon~~equity asinterests ~~all~~in ~~conditions~~the ~~precedent~~Company towere ~~the~~canceled ~~Plan~~and ~~have~~extinguished. ~~been~~The ~~satisfied~~only ~~(defined~~securities inregistered by the ~~Plan~~Company asprior to the “Effective Date~~”).~~ ~~Although~~were ~~the~~its ~~Debtors~~common ~~are~~shares ~~targeting~~representing ~~occurrence~~limited liability ofcompany interests (the ~~Effective Date~~“Securities”), ~~within~~none ~~the~~of ~~next~~which 30remain ~~days,~~outstanding. On the ~~Debtors~~Effective ~~can~~Date, ~~make~~the noCompany ~~assurances~~filed asa toForm ~~when,~~15 orunder ~~ultimately~~Rule ~~if,~~12g-4(a)(1) of the ~~Plan~~Securities ~~will~~Exchange ~~become~~Act ~~effective.~~of It1934, isas amended ~~also~~(the ~~possible~~“Exchange ~~that~~Act”), ~~technical~~terminating ~~amendments~~the ~~could~~registration beof ~~made~~the toSecurities under Section 12(g) of the ~~Plan~~Exchange Act.

~~The~~Following the ~~following~~Effective isDate, athe ~~summary~~Company ofwill ~~the~~not ~~material~~have ~~terms~~any ofongoing ~~the~~business ~~Plan.~~operations ~~This~~except ~~summary~~as ~~highlights~~necessary ~~only~~to ~~certain~~wind ~~substantive~~up ~~provisions~~its ofbusiness ~~the~~and ~~Plan~~affairs and ~~is not~~distribute ~~intended~~its toassets bein aaccordance ~~complete~~with ~~description of~~ the Plan. ~~This~~There ~~summary~~will isbe ~~qualified~~no indistribution ~~its~~to ~~entirety~~holders byof ~~reference to~~ the ~~full~~Securities on ~~text~~account of ~~the~~such ~~Plan~~Securities; ~~and~~provided, however, that the ~~Confirmation~~holders ~~Order,~~of ~~which~~Securities ~~are~~have ~~attached~~a ~~hereto~~contingent asright ~~Exhibits~~to ~~2.1~~tax-related ~~and~~distributions ~~99.1,~~that ~~respectively,~~may ~~and~~become ~~incorporated by~~available ~~reference~~in ~~herein~~the future as a result of the liquidation process.

~~The~~For ~~Plan~~the foregoing reasons, the Company does not intend to file future periodic reports under Section 13(a) or Section 15(d) of the ~~Reorganization~~Exchange Act, beginning with its Annual Report on Form 10-K for the year ended December 31, 2016, and ~~Treatment~~instead, the Company will file current reports on Form 8-K to disclose any material events relating to its winding up and dissolution, including the amounts of ~~Claims~~any liquidation distributions, payments and ~~Interests~~expenses (the foregoing constituting the Company’s “Modified Reporting Obligations”).

~~The~~Item Plan contemplates a restructuring of the Debtors through (a) rights offerings in the aggregate amount of $530 million backstopped by certain of the creditors (collectively, the “LINN Rights Offerings”) and open to all holders of allowed LINN Second Lien Notes Claims (as defined in the Plan) and all holders of allowed LINN Unsecured Notes Claims (as defined in the Plan); (b) a full recovery for the LINN Lenders (as defined in the Plan) consisting of (i) a $500 million cash payment from the proceeds of the LINN Rights Offerings and other cash payments from existing cash on hand, (ii) an exit facility in the aggregate amount of $1.702 ~~billion~~Termination ~~(the “LINN Exit Facility”), or (iii) non-conforming term notes issued to those LINN Lenders who elect not to participate in the LINN Exit Facility; (c) the issuance~~ of ~~common stock in reorganized LINN Energy (~~a ~~new~~Material ~~entity,~~Definitive the form of which shall be determined on or before the Effective Date) to holders of the LINN Second Lien Notes Claims and the LINN Unsecured Notes Claims; (d) the right to participate in the LINN Rights Offerings for eligible holders of LINN Second Lien Notes Claims and LINN Unsecured Notes Claims; (e) a pro rata cash payment of $30 million to LINN Second Lien Noteholders (as defined in the Plan); (f) a full recovery for holders of Allowed LINN Convenience Class Claims (as defined in the Plan) and holders of LINN Allowed General Unsecured Claims (as defined in the Plan) who elect to reduce their LINN Allowed General Unsecured Claims (as defined in the Plan) to $2,500; and (h) a pro rata cash distribution from the LINN GUC Cash Distribution Pool (as defined in the Plan) to the holders of Allowed LINN General Unsecured ClaimsAgreement.

~~Unless~~In ~~otherwise~~accordance ~~specified,~~with the ~~treatment~~Plan, ~~set~~each ~~forth in~~ of the ~~Plan~~Company’s ~~and~~Securities ~~Confirmation~~outstanding ~~Order~~prior ~~will~~to bethe inEffective ~~full~~Date ~~satisfaction~~was ofcancelled ~~all~~and ~~claims~~extinguished, ~~against~~ and ~~interests~~ ineach ~~the~~such ~~Debtors,~~Security ~~which~~has ~~will~~no befurther ~~discharged~~force onor effect after the Effective Date. ~~All~~For offurther ~~the~~information, ~~Company’s~~please ~~existing~~refer ~~equity~~to ~~will~~the beExplanatory ~~extinguished~~Note, which is incorporated by ~~the~~reference ~~Plan~~herein.

~~Additional~~Item ~~information~~3.03 ~~regarding~~Material ~~the~~Modifications ~~classification~~to ~~and~~Rights ~~treatment~~ of ~~claims~~Security ~~and interests can be found in Article IV of the Plan~~Holders.

~~Capital~~As ~~Structure~~previously disclosed, on the Effective Date, all previously issued and outstanding Securities in the Company were cancelled and extinguished. For further information, please refer to the Explanatory Note, which is incorporated by reference herein.

~~Pursuant~~Item to5.01 ~~the~~Changes ~~Plan, each~~in ofControl ~~the Company’s common shares outstanding immediately before the Effective Date will be cancelled and~~ of ~~no further force or effect after the Effective Date~~Registrant. ~~As of October 31, 2016, there were 251,644,889 common shares outstanding. Under the Plan, the Company will be wound down and liquidated.~~

~~Settlement~~As previously disclosed, ~~Releases~~on the Effective Date, all previously issued and ~~Exculpations~~outstanding Securities in the Company were cancelled and extinguished. For further information, please refer to the Explanatory Note, which is incorporated by reference herein.

~~The~~Item ~~Plan incorporates an integrated compromise and settlement of claims to achieve a beneficial and efficient resolution of the Chapter 11 Cases~~9.01 ~~Unless~~Financial ~~otherwise~~Statements ~~specified, the settlement, distributions,~~ and ~~other benefits provided under the Plan, including the releases and exculpation provisions included therein, are in full satisfaction of all claims and causes of action that could be asserted~~Exhibits.

The Plan provides releases and exculpations for the benefit of the Debtors, certain of the Debtors’ claimholders, other parties in interest and various parties related thereto, each in their capacity as such, from various claims and causes of action, as further set forth in Article VIII of the Plan.


Exhibit Number		Description

2.1		Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and Its Debtor Affiliates Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC, dated January 25, 2017 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by LinnCo, LLC on January 31, 2017).

99.1		Order Confirming (i) Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and Its Debtor Affiliates Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC and (ii) Amended Joint Chapter 11 Plan of Reorganization of Linn Acquisition Company, LLC and Berry Petroleum Company, LLC, as entered by the Bankruptcy Court on January 27, 2017 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by LinnCo, LLC on January 31, 2017).

Certain Information Regarding Assets and Liabilities of the Company

Information regarding the assets and liabilities of the Company as of the most recent practicable date is hereby incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2016, filed with the Securities and Exchange Commission on November 3, 2016.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit		Description
2.1		Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and Its Debtor Affiliates Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC
99.1		Order Confirming (I) Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and its Debtor Affiliates Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC and (II) Amended Joint Chapter 11 Plan of Reorganization of Linn Acquisition Company, LLC and Berry Petroleum Company, LLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LINNCO, LLC
Dated: March 3, 2017	LinnCo, LLC
January 30, 2017	By:	/s/ Candice J. Wells
	By:	/s/ Candice J. Wells
		Candice J. Wells
		Name:	Candice J. Wells
		Senior Vice President, General Counsel and Corporate Secretary
		Title:	Senior Vice President, General Counsel and Corporate Secretary

~~EXHIBIT~~Exhibit ~~INDEX~~Index

Exhibit		Description
ExhibitNumber		Description
2.1		Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and Its Debtor Affiliates Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC, dated January 25, 2017 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by LinnCo, LLC on January 31, 2017).
99.1		Order Confirming (Ii) Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and ~~its~~Its Debtor Affiliates Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC and (IIii) Amended Joint Chapter 11 Plan of Reorganization of Linn Acquisition Company, LLC and Berry Petroleum Company, LLC, as entered by the Bankruptcy Court on January 27, 2017 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by LinnCo, LLC on January 31, 2017).

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