Sec Form 4 Filing - Rowling Robert B. @ NORTHERN OIL & GAS, INC. - 2021-11-18

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 AVENUE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
11/18/2021
(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 11/18/2021 S 365,578 D $ 19.1( 1 ) 9,440,341 D
Common Stock, $0.001 par value per share 11/18/2021 S 134,422 D $ 19.1( 2 ) 9,305,919( 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 AVENUE, SUITE 600
DALLAS, TX75219
X
TRT Holdings Inc
4001 MAPLE AVENUE, SUITE 600
DALLAS, TX75219
X
Cresta Investments, LLC
4001 MAPLE AVENUE, SUITE 600
DALLAS, TX75219
X
TTBR Investments LLC
4001 MAPLE AVENUE, SUITE 600
DALLAS, TX75219
X
TRBRJR Investments LLC
4001 MAPLE AVENUE, SUITE 600
DALLAS, TX75219
X
Rowling Family 2012 Long Term Trust
4001 MAPLE AVENUE, SUITE 600
DALLAS, TX75219
X
Signatures
/s/ Robert B. Rowling 11/22/2021
Signature of Reporting Person Date
/s/ Paul A. Jorge, Senior Vice President, on behalf of TRT Holdings, Inc. 11/22/2021
Signature of Reporting Person Date
/s/ Paul A. Jorge, Secretary, on behalf of Cresta Investments, LLC 11/22/2021
Signature of Reporting Person Date
/s/ Paul A. Jorge, Vice President, on behalf of TTBR Investments LLC 11/22/2021
Signature of Reporting Person Date
/s/ Paul A. Jorge, Vice President, on behalf of TRBRJR Investments LLC 11/22/2021
Signature of Reporting Person Date
/s/ Robert B. Rowling, Trustee, on behalf of Rowling Family 2012 Long Term Trust 11/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Cresta Investments, LLC, as a selling security holder, sold the shares at this price to the underwriters in an underwritten public offering of Common Stock pursuant to a shelf registration statement on Form S-3 of the Issuer (Registration No. 333-225835) (the "Offering").
( 2 )Cresta Greenwood, LLC, as a selling security holder, sold the shares at this price to the underwriters in the Offering.
( 3 )6,876,829 of the shares are owned directly by TRT Holdings, Inc., 1,409,402 shares are owned directly by Cresta Investments, LLC, 171,100 shares are owned directly by TTBR Investments LLC, 171,100 shares are owned directly by TRBRJR Investments LLC, and 677,488 shares are owned directly by the Rowling Family 2012 Long Term Trust, a family trust for which Robert B. Rowling serves as trustee and the beneficiaries of which are his family members (the "Trust"). Robert B. Rowling may be deemed to beneficially own all of the securities reported as directly owned and (prior to the sale) the securities sold due to his direct or indirect ownership interests in each of the entities identified in the preceding sentence and Cresta Greenwood, LLC or, in the case of the Trust, the pecuniary interest of his family members as beneficiaries.

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