NOG Northern Oil and Gas Inc

The Schedule 13D filed on December 8, 2014 by TRT Holdings, Inc. (“TRT Holdings”), Cresta Investments, LLC (“Cresta Investments”), Cresta Greenwood, LLC and Robert B. Rowling (“Mr. Rowling”) relating to the common stock, par value $0.001 per share (the “Common Stock”), of Northern Oil and Gas, Inc., a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 filed on January 5, 2015, Amendment No. 2 filed on December 11, 2015, Amendment No. 3 filed on January 15, 2016, Amendment No. 4 filed on January 22, 2016, Amendment No. 5 filed on February 5, 2016, Amendment No. 6 filed on February 16, 2016, Amendment No. 7 filed on February 24, 2016, Amendment No. 8 filed on August 11, 2016, Amendment No. 9 filed on January 27, 2017, Amendment No. 10 filed on October 20, 2017, Amendment No. 11 filed on November 14, 2017, Amendment No. 12 filed on February 5, 2018, Amendment No. 13 filed on April 6, 2018, Amendment No. 14 filed on May 18, 2018, Amendment No. 15 filed on November 16, 2018, Amendment No. 16 filed on February 21, 2020, Amendment No. 17 filed on March 2, 2020, Amendment No. 18 filed on March 12, 2020, Amendment No. 19 filed on February 8, 2021, Amendment No. 20 filed on November 24, 2021, Amendment No. 21 filed on January 5, 2022, and Amendment No. 22 filed on February 23, 2022 (the “Schedule 13D”) is hereby amended and supplemented as set forth below by this Amendment No. 23 to the Schedule 13D filed by TRT Holdings, Cresta Investments, Mr. Rowling, The Rowling Foundation (the “Foundation”) and Rowling Family 2012 Long Term Trust (the “Trust,” and collectively with TRT Holdings, Cresta Investments, Mr. Rowling and the Foundation, the “Reporting Persons”).

The information required by Instruction C to Schedule 13D with respect to the executive officers and directors of TRT Holdings remains unchanged from the information included as Attachment 1 to Amendment No. 21 to the Schedule 13D. The information required by Instruction C to Schedule 13D with respect to the executive officer and manager of Cresta Investments remains unchanged from the information included as Attachment 2 to Amendment No. 16 to the Schedule 13D. Mr. Rowling, as trustee, has sole voting and investment power with respect to the shares of Common Stock held by the Foundation and the Trust, and there are no other persons for whom information is required to be disclosed by Instruction C to Schedule 13D with respect to the Foundation or the Trust.

Item 5 of the Schedule 13D is hereby amended and supplemented with the following:

(a)           At the close of business on November 15, 2022, the Reporting Persons beneficially owned, in the aggregate, 8,309,577 shares of Common Stock of the Issuer, which constitute approximately 9.7% of the outstanding Common Stock, of which: (i) TRT Holdings beneficially owned 6,876,829 shares of Common Stock held directly by TRT Holdings, which constitute approximately 8.1% of the Common Stock outstanding; (ii) Cresta Investments beneficially owned 909,402 shares of Common Stock held directly by Cresta Investments, which constitute approximately 1.1% of the Common Stock outstanding; (iii) the Foundation beneficially owned 512,820 shares of Common Stock held directly by the Foundation, which constitute approximately 0.6% of the Common Stock outstanding; (iv) the Trust beneficially owned 10,526 shares of Common Stock held directly by the Trust, which constitute approximately 0.01% of the outstanding Common Stock; and (v) Mr. Rowling beneficially owned all 8,309,577 shares of Common Stock, consisting of the shares of Common Stock held directly by TRT Holdings, Cresta Investments, the Foundation and the Trust as set forth above, which, in the aggregate, constitute approximately 9.7% of the outstanding Common Stock (in each case, based on 85,248,967 shares of Common Stock issued and outstanding as of November 15, 2022, including (a) 77,872,227 shares of Common Stock issued and outstanding as of November 7, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022, and (b) 7,376,740 shares of Common Stock issued by the Issuer in connection with a mandatory conversion of outstanding preferred stock of the Issuer on November 15, 2022, as reported in a Current Report on Form 8-K of the Issuer filed on November 8, 2022.

Mr. Rowling beneficially owns the shares of Common Stock held directly by TRT Holdings due to his ownership of all of the Class B Common Stock of TRT Holdings. Mr. Rowling beneficially owns the shares of Common Stock held directly by Cresta Investments due to his direct and indirect ownership of 100% of the ownership interests in Cresta Investments. Mr. Rowling beneficially owns the shares of Common Stock held directly by the Foundation and the Trust due to his status as trustee of the Foundation and of the Trust. Neither Mr. Rowling nor any Reporting Person other than the Foundation has any pecuniary interest in the shares of Common Stock held by the Foundation.

(b)            Each of the Reporting Persons, either directly or indirectly, may be deemed to have sole power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common Stock reported as beneficially owned by it in Item 5(a).

(c)           The table below specifies the date, amount and weighted average price per share of shares of Common Stock sold by the Trust. Each sale reflected in the table below was executed by a broker-dealer in the open market on the New York Stock Exchange. Except as set forth in the table, no Reporting Person has effected any transactions in Common Stock during the past 60 days.

(d)            No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock reported in Item 5(a).

(e)            Not applicable.

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned persons, such persons certify that the information set forth in this statement is true, complete and correct.

Dated as of November 16, 2022

Attention—Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).