Sec Form 13D Filing - ANGELO GORDON & CO. L.P. filing for NORTHERN OIL & GAS INC. (N) - 2022-08-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101) 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 15)*

 

Northern Oil and Gas, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

665531109

(CUSIP NUMBER)

Christopher D. Moore

Angelo, Gordon & Co, L.P.

245 Park Avenue, 26th Floor

New York, NY 10167

Tel. No.: (212) 692-2009 

COPIES TO:

Jason Daniel

Akin Gump Strauss Hauer & Feld LLP

2300 N. Field Street

Suite 1800

Dallas, TX 75201

(214) 969-4209 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 22, 2022

(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/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box  ☐

The information required in 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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

 

 

 

 

 

 

 

 

This Amendment No. 15 to Schedule 13D amends and supplements the Schedule 13D filed by (i) Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Angelo Gordon”), (ii) AG GP LLC (formerly known as AG Partners, LLC), a Delaware limited liability company (“AG GP”), (iii) JAMG LLC, a Delaware limited liability company (“JAMG”) and (iv) Michael L. Gordon with the Securities and Exchange Commission (the “SEC”) on August 30, 2019, as amended by the Amendment No. 1 to Schedule 13D (the “Amendment No. 1”), filed on October 21, 2019, Amendment No. 2 to Schedule 13D (the “Amendment No. 2”), filed on November 5, 2019, Amendment No. 3 to Schedule 13D (the “Amendment No. 3”), filed on November 11, 2019, Amendment No. 4 to Schedule 13D (the “Amendment No. 4”), filed on November 20, 2019, Amendment No. 5 to Schedule 13D (the “Amendment No. 5”), filed on January 22, 2020, Amendment No. 6 to Schedule 13D (the “Amendment No. 6”), filed on February 13, 2020, Amendment No. 7 to Schedule 13D (the “Amendment No. 7”), filed on August 4, 2020, Amendment No. 8 to Schedule 13D (the “Amendment No. 8”), filed on March 10, 2020, Amendment No. 9 to Schedule 13D (the “Amendment No. 9”), filed on May 26, 2020, Amendment No. 10 to Schedule 13D (the “Amendment No. 10”), filed on October 28, 2020, Amendment No. 11 to Schedule 13D (the “Amendment No. 11) filed on January 12, 2021, Amendment No. 12 to Schedule 13D (the “Amendment No. 12”) filed on September 8, 2021, Amendment No. 13 to Schedule 13D (the “Amendment No. 13”) filed on October 5, 2021 and Amendment No. 14 to Schedule 13D (the “Amendment No. 14) filed on March 8, 2022 (the “Schedule 13D”).

This Amendment No. 15 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

Item 5 of the Schedule 13D is hereby amended and restated to read as follows:

(a) - (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 78,914,598 shares of Common Stock of the Issuer outstanding as of August 1, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on August 4, 2022. The information below is provided as of 4 pm New York City Time on August 23, 2022.

Angelo Gordon, in its capacity as investment manager to the Accounts, has sole power to vote 8,356,211 shares of Common Stock and the power to dispose of 8,356,211 shares of Common Stock held in the Accounts, consisting of 1,039,235 shares of Common Stock held in the Accounts, with the remaining shares of Common Stock consisting of shares issuable upon the conversion of the Preferred Stock, as would be limited by the Conversion Cap if the percent beneficially owned would be in excess of 9.99%. As the general partner of Angelo Gordon, AG GP may be deemed to have the sole power to vote 8,356,211 shares of Common Stock and the power to dispose of 8,356,211 shares of Common Stock held in the Accounts. As a co-managing member of AG GP and the co-chief executive officer of Angelo Gordon, Mr. Baumgarten may be deemed to have shared power to vote 8,356,211 shares of Common Stock and the shared power to dispose of 8,356,211 shares of Common Stock held in the Accounts. As a co-managing member of AG GP and the co-chief executive officer of Angelo Gordon, Mr. Schwartz may be deemed to have shared power to vote 8,356,211 shares of Common Stock and the shared power to dispose of 8,356,211 shares of Com mon Stock held in the Accounts.

(c) The transactions by the Accounts in the securities of the Issuer during the past sixty days are set forth in Schedule A, which is incorporated herein by reference.

(d) Not Applicable.

(e) Not Applicable.

 

Item 6 of the Schedule 13D is hereby amended by adding the following:

As of 9 am on August 24, 2022, the Accounts currently have an aggregate short call option position relating to 2,250 shares of Common Stock that expire on September 16, 2022. The Accounts may from time to time purchase and sell exchange-traded options contracts relating to shares of Common Stock.

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 24, 2022

 

The following table sets forth all transactions with respect to shares of Common Stock effected in the last sixty days by the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on August 23, 2022. All such transactions were purchases of shares of Common S tock effected in the open market through brokers, and the table excludes commissions paid in per share prices. 

(1) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.02, inclusive. The reporting persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3), (4), (5) and (6).

(2) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.30 to $29.43, inclusive.

(3) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $31.90, inclusive.

(4) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.92 to $31.82, inclusive.

(5) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.70 to $31.67, inclusive.

(6) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.50 to $33.02, inclusive.