Statement of Beneficial Ownership (sc 13d)
October 11 2016 - 12:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO §240.13D-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO §240.13d-2(a)
Under the Securities Exchange Act of 1934
NORTHERN
OIL AND GAS, INC.
(
Name of Issuer
)
Common Stock, $0.001 par value
(
Title of Class of Securities
)
665531 109
(
CUSIP Number
)
Bahram Akradi
4600 Kings Point Road
Minnestrista, MN 55331
(612) 812-1212
With a copy to:
Jay L. Swanson
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, MN 55402
(612) 340-2600
(
Name, Address and Telephone Number
of Person Authorized to
Receive Notices and Communications
)
September 30, 2016
(
Date of Event Which Requires Filing
of this Statement
)
_______________
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
☐
Note:
Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes)
CUSIP No. 665531 109
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Page 2 of 5
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(1)
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NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bahram Akradi
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(D) OR 2(E)
☐
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
(7)
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SOLE VOTING POWER
3,412,500
|
(8)
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SHARED VOTING POWER
None
|
(9)
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SOLE DISPOSITIVE POWER
3,412,500
|
(10)
|
SHARED DISPOSITIVE POWER
None
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,412,500
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
☐
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.28%
(1)
|
(14)
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
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____________________
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(1)
|
Calculated based on 64,595,119 shares of Common Stock
issued and outstanding as of August 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 5,
2016 for the quarterly period ended June 30, 2016.
|
CUSIP No. 665531 109
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Page 3 of 5
|
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Item 1.
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Security and Issuer
|
This statement on Schedule
13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of Northern Oil and Gas, Inc., a
Minnesota corporation (the “Issuer”). The principal executive offices of the Issuer are located at 315 Manitoba Avenue,
Suite 200, Wayzata, MN 55391.
The Reporting Person
(as defined below) beneficially owns 3,412,500 shares of the Common Stock (the “Subject Shares”)
(2)
. The
Subject Shares represent approximately 5.28% of the issued and outstanding shares of Common Stock based on 64,595,119 shares of
Common Stock issued and outstanding as of August 1, 2016, as reported in the Issuer’s quarterly report on Form 10-Q
filed on August 5, 2016 for the quarterly period ended June 30, 2016.
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Item 2.
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Identity and Background
|
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(a)
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This statement on Schedule 13D is filed by Bahram Akradi (the “Reporting Person”).
|
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(b)
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The Reporting Person’s home address is 4600 Kings Point Road, Minnetrista, MN 55331.
|
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(c)
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The Reporting Person is Chairman of the Board, President and Chief Executive Officer of Life Time Fitness, Inc. (“Life
Time”). Life Time is a privately held, comprehensive health and lifestyle company that offers a personalized and scientific
approach to long-term health and wellness through its portfolio of distinctive resort-like destinations, athletic events and health
services. Life Time, known as the “Healthy Way of Life Company,” helps members achieve their goals with the support
of a team of dedicated professionals and an array of proprietary health assessments. The address of Life Time’s corporate
offices is 2902 Corporate Place, Chanhassen, MN 55317
|
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(d),(e)
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During the last five years, the Reporting Person (i) has
not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation with respect to such laws.
|
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(f)
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The Reporting Person is a citizen of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration
|
The
Reporting Person funded the transactions pursuant to which he obtained beneficial ownership of the Subject Shares with the Reporting
Person’s own personal funds.
The Reporting Person purchased the Subject
Shares for aggregate consideration (excluding brokerage commissions) of $16,001,604.
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Item 4.
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Purpose of Transaction
|
The
Reporting Person believes that the Common Stock is undervalued and is an attractive investment.
The Reporting Person expects to engage
in discussions with management, the board and other shareholders of the Issuer and other relevant parties concerning the
business, assets, capitalization, financial condition, operations, governance, management, strategy and future plans of the
Issuer, which discussions may include proposing or considering one or more of the actions described in subsections (a)
through (j) of Item 4 of Schedule 13D.
The Reporting Person intends to review his
investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s
financial position and strategic direction, actions taken by the board, price levels of shares of the Common Stock, other investment
opportunities available to the Reporting Person, and industry conditions, the Reporting Person may take such actions with respect
to his investment in the Issuer as he deems appropriate, including, without limitation, purchasing additional shares of Common
Stock or selling some or all of the Subject Shares and/or otherwise changing his intention with respect to any and all matters
referred to in this Item 4.
____________________
|
(2)
|
Of the Subject Shares, 12,500 shares are owned indirectly by the Reporting Person through the
401(k) plan of Life Time Fitness, Inc.
|
CUSIP No. 665531 109
|
Page 4 of 5
|
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Item 5.
|
Interest in Securities of the Issuer
|
|
(a), (b)
|
Based on the Issuer’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2016 filed on August 5,
2016, there
were 64,595,119
shares of the Common Stock
issued and outstanding as of August 1, 2016.
|
Based
on the foregoing, the 3,412,500 shares of Common Stock beneficially owned by the Reporting Person represent approximately 5.28%
of the shares of the Common Stock issued and outstanding.
The Reporting Person has sole voting power and sole dispositive
power with respect to the Subject Shares.
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(c)
|
Exhibit 99.1, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions
in shares of the Common Stock that were effected in the past 60 days by the Reporting Person.
|
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(d)
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No other person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Subject Shares.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
|
None.
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Item 7.
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Material to Be filed as Exhibits
|
|
Exhibit 99.1
|
Trading Data.
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CUSIP No. 665531 109
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Page 5 of 5
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Signature
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 11, 2016
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/s/ Bahram Akradi
|
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Bahram Akradi
|
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