Statement of Changes in Beneficial Ownership (4)
03 Junho 2022 - 6:01PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Rowling Robert B. |
2. Issuer Name and Ticker or Trading Symbol
NORTHERN OIL & GAS, INC.
[
NOG
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
4001 MAPLE AVENUE, SUITE 600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2022 |
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(Street)
DALLAS, TX 75219
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, $0.001 par value per share | 6/1/2022 | | S | | 301820 | D | $33.14 (1) | 8661899 | D | |
| Common Stock, $0.001 par value per share | 6/1/2022 | | S | | 98180 | D | $33.63 (2) | 8563719 | D | |
| Common Stock, $0.001 par value per share | 6/2/2022 | | S | | 99412 | D | $32.69 (3) | 8464307 | D | |
| Common Stock, $0.001 par value per share | 6/2/2022 | | S | | 588 | D | $33.10 (4) | 8463719 | D | |
| Common Stock, $0.001 par value per share | 6/2/2022 | | S | | 82140 | D | $33.24 (5) | 8381579 | D | |
| Common Stock, $0.001 par value per share | 6/3/2022 | | S | | 117860 | D | $33.01 (6) | 8263719 (7) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 |
| Explanation of Responses: |
| (1) | The price reported is the weighted average price. The shares were sold in multiple transactions on June 1, 2022, by Cresta Investments, LLC at prices ranging from $32.47 to $33.47 per share, inclusive. The reporting persons undertake to provide Northern Oil and Gas, Inc., any stockholder of Northern Oil and Gas, Inc., or 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 the footnotes to this table. |
| (2) | The price reported is the weighted average price. The shares were sold in multiple transactions on June 1, 2022, by Cresta Investments, LLC at prices ranging from $33.48 to $33.99 per share, inclusive. |
| (3) | The price reported is the weighted average price. The shares were sold in multiple transactions on June 2, 2022, by Cresta Investments, LLC at prices ranging from $32 .02 to $33.02 per share, inclusive. |
| (4) | The price reported is the weighted average price. The shares were sold in multiple transactions on June 2, 2022, by Cresta Investments, LLC at prices ranging from $33.03 to $33.13 per share, inclusive. |
| (5) | The price reported is the weighted average price. The shares were sold in multiple transactions on June 2, 2022, by 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"), at prices ranging from $32.80 to $33.53 per share, inclusive. |
| (6) | The price reported is the weighted average price. The shares were sold in multiple transactions on June 3, 2022, by the Trust at prices ranging from $32.80 to $33.31 per share, inclusive. |
| (7) | 6,876,829 of the shares of Common Stock reported as directly owned are owned directly by TRT Holdings, Inc., 909,402 of such shares are owned directly by Cresta Investments, LLC, and 477,488 of such shares are owned directly by the Trust. Robert B. Rowling may be deemed to beneficially own all of the securities reported as directly owned due to his ownership interests in TRT Holdings, Inc. and Cresta Investments, LLC or, in the case of the Trust, the pecuniary interest of his family members as beneficiaries. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Rowling Robert B.
4001 MAPLE AVENUE, SUITE 600
DALLAS, TX 75219 |
| X |
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TRT Holdings Inc
4001 MAPLE AVENUE, SUITE 600
DALLAS, TX 75219 |
| X |
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Cresta Investments, LLC
4001 MAPLE AVENUE, SUITE 600
DALLAS, TX 75219 |
| X |
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Rowling Family 2012 Long Term Trust
4001 MAPLE AVENUE, SUITE 600
DALLAS, TX 75219 |
| X |
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Signatures
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| /s/ Robert B. Rowling | | 6/3/2022 |
| **Signature of Reporting Person | Date |
| /s/ Paul A. Jorge, Senior Vice President, on behalf of TRT Holdings, Inc. | | 6/3/2022 |
| **Signature of Reporting Person | Date |
| /s/ Paul A. Jorge, Secretary, on behalf of Cresta Investments, LLC | | 6/3/2022 |
| **Signature of Reporting Person | Date |
| /s/ Robert B. Rowling, Trustee, on behalf of Rowling Family 2012 Long Term Trust | | 6/3/2022 |
| **Signature of Reporting Person | Date |
| 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). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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