TRT Form 4 NORTHERN OIL & GAS / Robert B. Rowling ownership change

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)
02/24/2020

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	02/24/2020		P		400,000	A	$1.4879(1)	80,529,101	D
Common Stock, $0.001 par value per share	02/25/2020		P		2,700,000	A	$1.4826(2)	83,229,101	D
Common Stock, $0.001 par value per share	02/26/2020		P		1,900,000	A	$1.4705(3)	85,129,101(4)	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 (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

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 price reported is the weighted average price. The shares were purchased in multiple transactions by TRT Holdings, Inc. at prices ranging from $1.455 to $1.5000 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 purchased at each separate price within the ranges set forth in this footnote.

2. The price reported is the weighted average price. The shares were purchased in multiple transactions by TRT Holdings, Inc. at prices ranging from $1.455 to $1.5000 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 purchased at each separate price within the ranges set forth in this footnote.

3. The price reported is the weighted average price. The shares were purchased in multiple transactions by TRT Holdings, Inc. at prices ranging from $1.420 to $1.5000 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 purchased at each separate price within the ranges set forth in this footnote.

4. 68,768,290 of the reported securities are owned directly by TRT Holdings, Inc., 9,947,921 of the reported securities are owned directly by Cresta Investments, LLC, 1,344,223 of the reported securities are owned directly by Cresta Greenwood, LLC, 1,711,000 of the reported securities are owned directly by TTBR Investments LLC and 1,711,000 of the reported securities are owned directly by TRBRJR Investments LLC. Robert B. Rowling controls 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 being trustee of the direct owner of 100% of the ownership interests in TTBR Investments LLC and TRBRJR Investments LLC.

	/s/ Robert B. Rowling	02/26/2020
	/s/ Paul A. Jorge, Senior Vice President, on behalf of TRT Holdings, Inc.	02/26/2020
	/s/ Paul A. Jorge, Secretary, on behalf of Cresta Investments, LLC	02/26/2020
	/s/ Paul A. Jorge, Vice President, on behalf of Cresta Greenwood, LLC	02/26/2020
	/s/ Paul A. Jorge, Vice President, on behalf of TTBR Investments LLC	02/26/2020
	/s/ Paul A. Jorge, Vice President, on behalf of TRBRJR Investments LLC	02/26/2020
	** Signature of Reporting Person	Date
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