SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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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).
1. Name and Address of Reporting Person*
Rowling Robert B.

(Last) (First) (Middle)
4001 MAPLE AVE, SUITE 600

(Street)
DALLAS TX 75219

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
07/23/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 07/23/2021 G V 677,488(1) D $0.00 9,128,431(2) D
Common Stock, $0.001 par value per share 677,488 I By Rowling Family 2012 Long Term Trust
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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 Cum. Convertible Preferred Stock (3) 07/23/2021 G V 21,894(4) 02/20/2020 (5) Common Stock 95,523(3) $0.00 0 D
6.5% Series A Perpetual Cum. Convertible Preferred Stock (3) 02/20/2020 (5) Common Stock 95,523(3) 21,894 I By Rowling Family 2012 Long Term Trust
1. Name and Address of Reporting Person*
Rowling Robert B.

(Last) (First) (Middle)
4001 MAPLE AVE, SUITE 600

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TRT Holdings Inc

(Last) (First) (Middle)
4001 MAPLE AVE, SUITE 600

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cresta Investments, LLC

(Last) (First) (Middle)
4001 MAPLE AVE, SUITE 600

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cresta Greenwood, LLC

(Last) (First) (Middle)
4001 MAPLE AVE, SUITE 600

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TTBR Investments LLC

(Last) (First) (Middle)
4001 MAPLE AVE, SUITE 600

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TRBRJR Investments LLC

(Last) (First) (Middle)
4001 MAPLE AVE, SUITE 600

(Street)
DALLAS TX 75219

(City) (State) (Zip)
Explanation of Responses:
1. The reported transaction is a gift by Robert B. Rowling of Common Stock that was directly owned by him to the Rowling Family 2012 Long Term Trust (the "Trust"), a family trust for which Mr. Rowling serves as trustee and of which his family members are the beneficiaries.
2. 6,876,829 of the shares of Common Stock reported as directly owned are owned directly by TRT Holdings, Inc., 1,774,980 of such shares are owned directly by Cresta Investments, LLC, 134,422 of such shares are owned directly by Cresta Greenwood, LLC, 171,100 of such shares are owned directly by TTBR Investments LLC, and 171,100 of such shares are owned directly by TRBRJR Investments LLC. Mr. Rowling may be deemed to beneficially own all of the securities reported as directly owned due to his ownership interests in each of the foregoing entities.
3. Each share of Preferred Stock is convertible at any time at the election of the holder into shares of Common Stock, at a conversion rate of 4.363 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 reported transaction is a gift by Robert B. Rowling of Preferred Stock that was directly owned by him to the Trust.
5. The Preferred Stock is perpetual and therefore has no expiration date.
/s/ Robert B. Rowling 07/30/2021
/s/ Paul A. Jorge, Senior Vice President, on behalf of TRT Holdings, Inc. 07/30/2021
/s/ Paul A. Jorge, Secretary, on behalf of Cresta Investments, LLC 07/30/2021
/s/ Paul A. Jorge, Vice President, on behalf of Cresta Greenwood, LLC 07/30/2021
/s/ Paul A. Jorge, Vice President, on behalf of TTBR Investments LLC 07/30/2021
/s/ Paul A. Jorge, Vice President, on behalf of TRBRJR Investments LLC 07/30/2021
** 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).
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