UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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~~ 1September 8, 2016 (September 8, 2016)

LINNCO, LLC

(Exact name of registrant as specified in its charter)

Delaware	~~001-35695~~	45001-~~5166623~~35695	45-5166623
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(I.R.S. Employer Identification No.)

600 Travis, Suite 5100Houston, Texas	77002
600 Travis, Suite 5100 Houston, Texas		77002
(Address of principal executive offices)	~~(Zip Code)~~	(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 21.01 ~~Completion~~ ofEntry ~~Acquisition~~into ora ~~Disposition~~Material ofDefinitive ~~Assets~~Agreement.

AsOn ~~previously~~May 11, ~~reported~~2016 (the “Petition Date”), onLinn ~~August 1~~Energy, ~~2016~~LLC (“LINN Energy”), LinnCo, LLC, an affiliate of LINN Energy (the “Company”), orcertain of LINN Energy’s direct and indirect subsidiaries (collectively with LINN Energy, the “~~LinnCo~~LINN Debtors”), ~~completed~~and ~~its~~Berry ~~offer~~Petroleum toCompany, ~~exchange~~LLC ~~each~~(“Berry” ~~outstanding~~and, ~~unit~~collectively ofwith ~~Linn~~the ~~Energy~~LINN Debtors and the Company, ~~LLC~~the “Debtors”), filed voluntary petitions (the “~~LINN~~Bankruptcy ~~Energy~~Petitions”) for ~~one~~reorganization ~~LinnCo~~under ~~share~~Chapter 11 of the United States Bankruptcy Code (the “~~Exchange~~Bankruptcy ~~Offer~~Code”) ~~upon~~in the ~~terms~~United ~~and~~States ~~conditions~~Bankruptcy Court for the Southern District of Texas (the ~~Prospectus/Offer~~“Court”). toThe ~~Exchange~~Debtors’ ~~dated~~Chapter ~~April 26,~~11 ~~2016~~cases ~~and~~are being administered jointly under the caption ~~accompanying~~In ~~Amended~~re ~~and~~Linn ~~Restated~~Energy, ~~Letter~~LLC, ofet ~~Transmittal~~al., Case No. 16-60040 (the “Chapter 11 Cases”).

~~The~~Prior ~~subsequent~~to ~~offering~~the ~~period~~filing ~~for~~of the Bankruptcy ~~Exchange~~Petitions, ~~Offer expired at 12:00 midnight (New York City time)~~ on ~~August~~May 110, 2016~~. American Stock Transfer & Trust Company~~, the ~~exchange~~Debtors ~~agent~~entered ~~for~~into ~~the~~a ~~Exchange~~restructuring ~~Offer,~~support ~~advised~~agreement (the ~~Company~~“Restructuring ~~that~~Support anAgreement”) ~~aggregate~~with ofcertain ~~123,909,317~~holders ~~LINN Energy units~~ (~~including~~the ~~LINN~~“Consenting ~~Energy~~Creditors”) ~~units~~collectively ~~accepted~~holding ~~for~~or ~~exchange~~controlling at ~~during~~least ~~the~~66.67% ~~initial~~by ~~offering~~aggregate ~~period),~~outstanding ~~representing~~principal ~~approximately~~amounts ~~35%~~under of (i) LINN Energy’s ~~issued~~Sixth ~~and~~Amended ~~outstanding units, were validly tendered~~ and ~~not~~Restated ~~validly~~Credit ~~withdrawn~~Agreement, ~~pursuant~~dated toas ~~the~~of ~~Exchange~~April 24, ~~Offer~~2013 and ~~were~~(ii) Berry’s ~~accepted~~Second byAmended ~~the~~and ~~Company~~Restated ~~for~~Credit ~~exchange.~~Agreement, ~~The~~dated as ~~Company promptly issued new LinnCo shares for all such tendered LINN Energy units in accordance with the terms~~ of ~~the~~November 15, ~~Exchange Offer~~2010. ~~The Company now owns approximately 71% of LINN Energy’s issued and outstanding units.~~

The Restructuring Support Agreement sets forth, subject to certain conditions, the commitment of the Debtors and the Consenting Creditors to support a comprehensive restructuring of the Debtors’ long-term debt, which will be effectuated through one or more plans of reorganization (the “Plan”) to be filed in the Chapter 11 Cases.

On September 8, 2016, the Debtors and certain of the Consenting Creditors entered into the First Amendment to Restructuring Support Agreement (the “First Amendment”), which extended the date by which the Plan (or Plans, if separate), the Plan Solicitation Materials (as defined in the Restructuring Support Agreement) for the Plan (or Plans, if separate), and the motion or motions to approve the Disclosure Statement (or Disclosure Statements, if separate, and as defined in the Restructuring Support Agreement) must be filed with the Court from 120 days to 135 days following the Petition Date.

The foregoing description of the First Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the First Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(ad) ~~Financial~~ ~~Statements of Businesses Acquired~~Exhibits.

The Company intends to file the financial statements required by Item 9.01(a) under cover of Form 8‑K/A no later than 71 calendar days after the date this Current Report on Form 8‑K was required to be filed.


Exhibit		Description

10.1		First Amendment to Restructuring Support Agreement, dated as of September 8, 2016, by and among the Debtors and the supporting parties thereto.

(b) Pro Forma Financial Information.

The Company intends to file the financial statements required by Item 9.01(b) under cover of Form 8‑K/A no later than 71 calendar days after the date this Current Report on Form 8‑K was required to be filed.

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~~		LINNCO, LLC
August 5, 2016	By:	/s/ Candice J. Wells
September 8, 2016			By:	/s/ Candice J. Wells
		~~Candice J. Wells~~		Candice J. Wells
		~~Senior Vice President, General Counsel and Corporate Secretary~~		Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

10.1		First Amendment to Restructuring Support Agreement, dated as of September 8, 2016, by and among the Debtors and the supporting parties thereto.

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