Item 1(a). Name of Issuer:
Northern Oil & Gas, Inc., a Delaware corporation (the
Issuer
).
Item 1(b). Address of Issuers Principal Executive Offices:
The principal business office address of the Issuer
is 601 Carlson Pkwy., Suite 990, Minnetonka, Minnesota 55305.
Item 2(a). Name of Person Filing:
This statement is jointly filed by Pivotal
Williston Basin II, LP, a Delaware limited partnership (
Pivotal Williston II
), Tailwater Capital LLC, a Texas limited liability company (
Tailwater
), TW GP E&P Fund II GP, LLC, a Delaware limited liability
company (
TW
E&P Fund
II
GP
of GP
), TW GP E&P Fund II, LP, a Delaware limited partnership (
TW E&P Fund
II
GP
), Tailwater E&P Opportunity Fund II LP, a
Delaware limited partnership (
TW E&P Fund
II
), TW PPP GP II, LLC, a Delaware limited liability company (
TW PPP GP
II
), Pivotal Petroleum Partners II LP, a Delaware limited partnership
(
Pivotal
II
), Pivotal Williston GP II, LLC, a Delaware limited liability company (
Pivotal Williston GP
II
), Jason H. Downie (
Downie
) and Edward Herring
(
Herring
, and together with Pivotal Williston II, Tailwater, TW E&P Fund II GP of GP, TW E&P Fund II GP, TW E&P Fund II, TW PPP GP II, Pivotal II, Pivotal Williston GP II and Downie, the
Reporting
Persons
).
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business office address of the Reporting
Persons is 2021 McKinney Ave., Suite 1250, Dallas, TX 75201.
Item 2(c). Citizenship:
All Reporting Persons other than Tailwater, Downie and
Herring are organized under the laws of the State of Delaware. Tailwater is organized under the laws of the State of Texas, Mr. Downie is a citizen of the United States of America and Mr. Herring is a citizen of the United States of
America.
Item 2(d). Title of Class
of Securities:
Common stock, par value $0.0001 per share.
Item 2(e). CUSIP Number:
665531109
Item 3. If
this statement is filed pursuant to §
240.13d-1(b),
or §
240.13d-2(b)
or (c), check whether the person filing is a:
(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
(e) ☐ An investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E);
(f)
☐ An employee benefit plan or endowment fund in accordance with
§
240.13d-1(b)(1)(ii)(F);
(g) ☐ A parent holding company or control person in
accordance with §
240.13d-1(b)(1)(ii)(G);
(h) ☐ A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ☐ A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
(j) ☐ A
non-U.S.
institution in accordance with §
240.13d-1(b)(1)(ii)(J).
(k) ☐ Group, in accordance with §
240.13d-1(b)(1)(ii)(K).
If filing as a
non-U.S.
institution in
accordance with §
240.13d-1(b)(1)(ii)(J),
please specify the type of
institution: