Sec Form 4 Filing - Rowling Robert B. @ NORTHERN OIL & GAS, INC. - 2021-02-05

Insider filing report for Changes in Beneficial Ownership
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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)
02/05/2021
(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
Common Stock, $0.001 par value per share 02/05/2021 P 512,821 A $ 9.75 ( 1 ) 9,805,919 ( 2 ) ( 3 ) 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
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 02/09/2021
Signature of Reporting Person Date
/s/ Paul A. Jorge, Senior Vice President, on behalf of TRT Holdings, Inc. 02/09/2021
Signature of Reporting Person Date
/s/ Paul A. Jorge, Secretary, on behalf of Cresta Investments, LLC 02/09/2021
Signature of Reporting Person Date
/s/ Paul A. Jorge, Vice President, on behalf of Cresta Greenwood, LLC 02/09/2021
Signature of Reporting Person Date
/s/ Paul A. Jorge, Vice President, on behalf of TTBR Investments LLC 02/09/2021
Signature of Reporting Person Date
/s/ Paul A. Jorge, Vice President, on behalf of TRBRJR Investments LLC 02/09/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were purchased by Robert B. Rowling from the underwriters in a public offering of Common Stock by Northern Oil and Gas, Inc. at the public offering price.
( 2 )6,876,829 of the reported securities are owned directly by TRT Holdings, Inc., 1,774,980 of the reported securities are owned directly by Cresta Investments, LLC, 134,422 of the reported securities are owned directly by Cresta Greenwood, LLC, 171,100 of the reported securities are owned directly by TTBR Investments LLC, 171,100 of the reported securities are owned directly by TRBRJR Investments LLC, and 677,488 of the reported securities are owned directly by Robert B. Rowling. The number of shares reflects a 1-for-10 reverse stock split effected by Northern Oil and Gas, Inc. subsequent to the Reporting Persons' most recent filing on Form 4.
( 3 )Mr. Rowling may be deemed to beneficially own all of the reported securities due to his ownership of all Class B shares of Common Stock of TRT Holdings, Inc., his ownership of 100% of the ownership interests in Cresta Investments, LLC, his indirect ownership of 100% of the ownership interests in Cresta Greenwood, LLC, and his status as trustee of the direct owner of 100% of the ownership interests in TTBR Investments LLC and TRBRJR Investments LLC.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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