Sec Form 4 Filing - Rowling Robert B. @ NORTHERN OIL & GAS, INC. - 2020-02-20

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) 02/20/2020 (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 ) ( 2 ) 02/20/2020 J( 1 )( 2 ) 21,894 D 0 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 6.5% Series A Perpetual Convertible Preferred Stock ( 1 ) ( 2 ) ( 3 ) 02/20/2020 J( 1 )( 2 ) 21,894 02/20/2020 ( 4 ) Common Stock 955,235 ( 3 ) ( 1 ) ( 2 ) 21,894 ( 5 ) D

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 TTBR Investments LLC 4001 MAPLE AVE, SUITE 600 DALLAS, TX75219 X TRBRJR Investments LLC 4001 MAPLE AVE, SUITE 600 DALLAS, TX75219 X Signatures /s/ Robert B. Rowling 02/21/2020 Signature of Reporting Person Date /s/ Paul A. Jorge, Senior Vice President, on behalf of TRT Holdings, Inc. 02/21/2020 Signature of Reporting Person Date /s/ Paul A. Jorge, Secretary, on behalf of Cresta Investments, LLC 02/21/2020 Signature of Reporting Person Date /s/ Paul A. Jorge, Vice President, on behalf of Cresta Greenwood, LLC 02/21/2020 Signature of Reporting Person Date /s/ Paul A. Jorge, Vice President, on behalf of TTBR Investments LLC 02/21/2020 Signature of Reporting Person Date /s/ Paul A. Jorge, Vice President, on behalf of TRBRJR Investments LLC 02/21/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As previously reported on a Form 4 filed with the SEC by TRT Holdings, Inc., Cresta Investments, LLC, Cresta Greenwood, LLC and Robert B. Rowling (collectively, the "Reporting Persons") on November 26, 2019 (the "Prior Form 4"), Cresta Investments, LLC acquired 21,894 shares of 6.5% Series A Perpetual Cumulative Convertible Preferred Stock (the "Preferred Stock") of Northern Oil and Gas, Inc. (the "Issuer"). The shares of Preferred Stock were reported in Table I of the Prior Form 4 as non-derivative securities because such shares were not convertible into shares of the Issuer's common stock (the "Common Stock") at a fixed price due to a conversion limitation cap (the "Conversion Cap") in the Certificate of Designations for the Preferred Stock (the "Certificate of Designations"). ( 2 )(Continued from Footnote 1) On February 20, 2020, the Reporting Persons entered into an Exchange Agreement with the Issuer pursuant to which, notwithstanding anything to the contrary in the Certificate of Designations, including the Conversion Cap, the Reporting Persons may now exchange their shares of Preferred Stock for shares of Common Stock at a fixed price in the manner otherwise contemplated by the Certificate of Designations. Accordingly, the Reporting Persons are filing this Form 4 to report such shares of Preferred Stock in Table II as derivative securities. ( 3 )Each share of Preferred Stock is convertible at any time at the election of the holder into shares of Common Stock, at an initial conversion rate of 43.63 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 Preferred Stock is perpetual and therefore has no expiration date. ( 5 )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.

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