The Schedule 13D filed on December 8, 2014 by TRT Holdings, Inc. (“
TRT Holdings
”), Cresta Investments, LLC (“
Cresta Investments
”), Cresta Greenwood, LLC (“
Cresta Greenwood
”) and Robert B. Rowling (“
Mr. Rowling
” and, collectively with TRT Holdings, Cresta Investments and Cresta Greenwood, the “
Reporting Persons
”) relating to the common stock, par value $0.001 per share (the “
Common Stock
”), of Northern Oil and Gas, Inc., a Delaware corporation (the “
Issuer
”), as amended by Amendment No. 1 filed on January 5, 2015, Amendment No. 2 filed on December 11, 2015, Amendment No. 3 filed on January 15, 2016, Amendment No. 4 filed on January 22, 2016, Amendment No. 5 filed on February 5, 2016, Amendment No. 6 filed on February 16, 2016, Amendment No. 7 filed on February 24, 2016, Amendment No. 8 filed on August 11, 2016, Amendment No. 9 filed on January 27, 2017, Amendment No. 10 filed on October 20, 2017, Amendment No. 11 filed on November 14, 2017, Amendment No. 12 filed on February 5, 2018, Amendment No. 13 filed on April 5, 2018, and Amendment No. 14 filed on May 18, 2018 (the “
Schedule 13D
”), is hereby amended and supplemented as set forth below by this Amendment No. 15 to the Schedule 13D. Amendment No. 15 is being filed solely to report a change in the Reporting Persons’ percentage of beneficial ownership of the Common Stock as a result of recent equity issuances by the Issuer.
Item 5.
Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and supplemented with the following:
(a)
At the close of business on November 15, 2018, the Reporting Persons beneficially owned, in the aggregate, 73,713,619 shares of Common Stock, which constitute approximately 19.11% of the outstanding Common Stock, of which: (i) TRT Holdings beneficially owned 61,274,808 shares of Common Stock held directly by TRT Holdings, which constitute approximately 15.89% of the Common Stock outstanding; (ii) Cresta Investments beneficially owned 7,947,921 shares of Common Stock held directly by Cresta Investments, which constitute approximately 2.06% of the Common Stock outstanding; (iii) Cresta Greenwood beneficially owned 1,344,223 shares of Common Stock held directly by Cresta Greenwood, which constitute approximately 0.35% of the Common Stock outstanding; and (iv) Mr. Rowling beneficially owned all 73,713,619 shares of Common Stock, consisting of the shares of Common Stock held directly by TRT Holdings, Cresta Investments and Cresta Greenwood (as set forth above) and 3,146,667 shares of Common Stock held by himself, individually, which constitute approximately 19.11% of the outstanding Common Stock (in each case, based on 385,680,827 shares of Common Stock issued and outstanding as of November 6, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, filed with the SEC on November 9, 2018). Mr. Rowling beneficially owns the shares of Common Stock held directly by TRT Holdings due to his ownership of all of the shares of Class B Common Stock of TRT Holdings. Mr. Rowling beneficially owns the shares of Common Stock held directly by Cresta Investments and Cresta Greenwood due to his direct and indirect ownership of 100.00% of the ownership interests in such entities.
(b)
Each of the Reporting Persons, either directly or indirectly, has the power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common Stock reported as beneficially owned by them in Item 5(a).
(c)
The Reporting Persons have not acquired any shares of Common Stock during the past 60 days.
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock reported in Item 5(a).
(e)
Not applicable.
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