Statement of Changes in Beneficial Ownership (4)

Date : 08/16/2019 @ 9:23PM
Source : Edgar (US Regulatory)
Stock : Northern Oil and Gas Inc (NOG)
Quote : 1.8  -0.14 (-7.22%) @ 9:24PM
After Hours
Last Trade
Last $ 1.85 ▲ 0.05 (2.78%)

Statement of Changes in Beneficial Ownership (4)

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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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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 *

Rowling Robert B.
2. Issuer Name and Ticker or Trading Symbol

NORTHERN OIL & GAS, INC. [ NOG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

4001 MAPLE AVE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YYYY)

8/14/2019
(Street)

DALLAS, TX 75219
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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, $0.001 par value per share   8/14/2019     P    466200   A $1.5999   (1) 77688201   D    
Common Stock, $0.001 par value per share   8/15/2019     P    493800   A $1.5956   (2) 78182001   D    
Common Stock, $0.001 par value per share   8/16/2019     P    25100   A $1.6000   78207101   (3) D    

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

Explanation of Responses:
(1)  The price reported is the weighted average price. The shares were purchased in multiple transactions by TRT Holdings, Inc. at prices ranging from $1.5950 to $1.6000 per share, inclusive. The reporting persons undertake to provide Northern Oil and Gas, Inc., any stockholder of Northern Oil and Gas, Inc., or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
(2)  The price reported is the weighted average price. The shares were purchased in multiple transactions by TRT Holdings, Inc. at prices ranging from $1.5850 to $1.600 per share, inclusive. The reporting persons undertake to provide Northern Oil and Gas, Inc., any stockholder of Northern Oil and Gas, Inc., or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
(3)  63,768,290 of the reported securities are owned directly by TRT Holdings, Inc., 9,947,921of the reported securities are owned directly by Cresta Investments, LLC and 1,344,223 of the reported securities are owned directly by Cresta Greenwood, LLC. Robert B. Rowling indirectly beneficially owns all of the reported securities due to his ownership of all Class B shares of Common Stock of TRT Holdings, Inc., his ownership of 100% of the ownership interests in Cresta Investments, LLC, and his indirect ownership of 100% of the ownership interests in Cresta Greenwood, LLC.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rowling Robert B.
4001 MAPLE AVE, SUITE 600
DALLAS, TX 75219

X

TRT Holdings Inc
4001 MAPLE AVE, SUITE 600
DALLAS, TX 75219

X

Cresta Investments, LLC
4001 MAPLE AVE, SUITE 600
DALLAS, TX 75219

X

Cresta Greenwood, LLC
4001 MAPLE AVE, SUITE 600
DALLAS, TX 75219

X


Signatures
/s/ Robert B. Rowling 8/16/2019
** Signature of Reporting Person Date

/s/ Paul A. Jorge, Senior Vice President, on behalf of TRT Holdings, Inc. 8/16/2019
** Signature of Reporting Person Date

/s/ Paul A. Jorge, Secretary, on behalf of Cresta Investments, LLC 8/16/2019
** Signature of Reporting Person Date

/s/ Paul A. Jorge, Vice President, on behalf of Cresta Greenwood, LLC 8/16/2019
** 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.
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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