Sec Form 4 Filing - Rowling Robert B. @ NORTHERN OIL & GAS, INC. - 2019-11-22

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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/YY) 11/22/2019 (Street) DALLAS, TX75219 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 6.5% Series A Perpetual Convertible Preferred Stock ( 1 ) 11/22/2019 P 10,947 A 10,947 D 6.5% Series A Perpetual Convertible Preferred Stock ( 1 ) 11/22/2019 P 10,947 A $ 100 21,894 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rowling Robert B. 4001 MAPLE AVE, SUITE 600 DALLAS, TX75219 X TRT Holdings Inc 4001 MAPLE AVE, SUITE 600 DALLAS, TX75219 X Cresta Investments, LLC 4001 MAPLE AVE, SUITE 600 DALLAS, TX75219 X Cresta Greenwood, LLC 4001 MAPLE AVE, SUITE 600 DALLAS, TX75219 X Signatures /s/ Robert B. Rowling 11/26/2019 Signature of Reporting Person Date /s/ Paul A. Jorge, Senior Vice President, on behalf of TRT Holdings, Inc. 11/26/2019 Signature of Reporting Person Date /s/ Paul A. Jorge, Secretary, on behalf of Cresta Investments, LLC 11/26/2019 Signature of Reporting Person Date /s/ Paul A. Jorge, Vice President, on behalf of Cresta Greenwood, LLC 11/26/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of 6.5% Series A Perpetual Cumulative Convertible Preferred Stock (the "Preferred Stock") of Northern Oil and Gas, Inc. (the "Issuer") is generally convertible at any time at the election of the holder into shares of common stock, $0.001 par value per share, of the Issuer (the "Common Stock"), however the Preferred Stock acquired by the Reporting Persons is not convertible in accordance with the restrictions in Section 9(a) of the Certificate of Designations for the Preferred Stock because the Reporting Persons beneficially own Common Stock in excess of 9.99% of the aggregate number of shares of Common Stock outstanding. ( 2 )The shares of Preferred Stock were acquired by Cresta Investments, LLC in exchange for $1,032,735.85 in principal amount of the Issuer's 8.50% Senior Secured Second Lien Notes due 2023 in connection with the Issuer's exchange offer. Robert B. Rowling indirectly beneficially owns all of the reported securities due to his ownership of 100% of the ownership interests in Cresta Investments, LLC.

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).

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