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
                                                                                  
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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)

7/23/2021
(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 7/23/2021  G  V 677488 (1)D$0.00 9128431 (2)D  
Common Stock, $0.001 par value per share         677488 I By Rowling Family 2012 Long Term Trust 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
6.5% Series A Perpetual Cum. Convertible Preferred Stock  (3)7/23/2021  G   V   21894 (4) 2/20/2020  (5)Common Stock 95523 (3)$0.00 0 D  
6.5% Series A Perpetual Cum. Convertible Preferred Stock  (3)          2/20/2020  (5)Common Stock 95523 (3) 21894 I By Rowling Family 2012 Long Term Trust 

Explanation of Responses:
(1) The reported transaction is a gift by Robert B. Rowling of Common Stock that was directly owned by him to the Rowling Family 2012 Long Term Trust (the "Trust"), a family trust for which Mr. Rowling serves as trustee and of which his family members are the beneficiaries.
(2) 6,876,829 of the shares of Common Stock reported as directly owned are owned directly by TRT Holdings, Inc., 1,774,980 of such shares are owned directly by Cresta Investments, LLC, 134,422 of such shares are owned directly by Cresta Greenwood, LLC, 171,100 of such shares are owned directly by TTBR Investments LLC, and 171,100 of such shares are owned directly by TRBRJR Investments LLC. Mr. Rowling may be deemed to beneficially own all of the securities reported as directly owned due to his ownership interests in each of the foregoing entities.
(3) Each share of Preferred Stock is convertible at any time at the election of the holder into shares of Common Stock, at a conversion rate of 4.363 shares of Common Stock per share of Preferred Stock, subject to adjustment as provided in the Certificate of Designations. The "conversion price" at any time means $100, divided by the conversion rate in effect at such time. The Preferred Stock is also subject to mandatory conversion at the election of the Issuer if the closing sales price of the Common Stock of the Issuer equals or exceeds 145% of the conversion price for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days, including the last trading day of such 30-trading day period.
(4) The reported transaction is a gift by Robert B. Rowling of Preferred Stock that was directly owned by him to the Trust.
(5) The Preferred Stock is perpetual and therefore has no expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
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

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

X

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

X


Signatures
/s/ Robert B. Rowling7/30/2021
**Signature of Reporting PersonDate

/s/ Paul A. Jorge, Senior Vice President, on behalf of TRT Holdings, Inc.7/30/2021
**Signature of Reporting PersonDate

/s/ Paul A. Jorge, Secretary, on behalf of Cresta Investments, LLC7/30/2021
**Signature of Reporting PersonDate

/s/ Paul A. Jorge, Vice President, on behalf of Cresta Greenwood, LLC7/30/2021
**Signature of Reporting PersonDate

/s/ Paul A. Jorge, Vice President, on behalf of TTBR Investments LLC7/30/2021
**Signature of Reporting PersonDate

/s/ Paul A. Jorge, Vice President, on behalf of TRBRJR Investments LLC7/30/2021
**Signature of Reporting PersonDate

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