| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NORTHERN OIL & GAS, INC. [ NOG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/11/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 11/11/2022 | S | 261,000 | D | $37.45(1) | 8,002,719 | D | |||
| Common Stock, $0.001 par value per share | 11/14/2022 | S | 9,132 | D | $38.38(2) | 7,993.587 | D | |||
| Common Stock, $0.001 par value per share | 11/15/2022 | S | 196,830 | D | $38.18(3) | 7,796,757(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The price reported is the weighted average price. The shares were sold in multiple transactions on November 11, 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 $37.15 to $37.89 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 price ranges set forth in these footnotes. |
| 2. The price reported is the weighted average price. The shares were sold in multiple transactions on November 14, 2022, by the Trust, at prices ranging from $38.25 to $38.55 per share, inclusive. |
| 3. The price reported is the weighted average price. The shares were sold in multiple transactions on November 15, 2022, by the Trust, at prices ranging from $38.10 to $38.47 per share, inclusive. |
| 4. 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 10,526 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. |
| Remarks: |
| As a result of the sales reported in this Form 4 and an increase in the number of outstanding shares of the Issuer's Common Stock, as of November 15, 2022, the reporting persons are no longer deemed to be 10% owners under Rule 16a-1(a)(1). Therefore. the reporting persons are no longer subject to, and will no longer file reports under, Section 16(a) with respect to transactions in equity securities of the Issuer. |
| /s/ Robert B. Rowling | 11/15/2022 | |
| /s/ Paul A. Jorge, Senior Vice President, on behalf of TRT Holdings, Inc. | 11/15/2022 | |
| /s/ Paul A. Jorge, Secretary, on behalf of Cresta Investments, LLC | 11/15/2022 | |
| /s/ Robert B. Rowling, Trustee, on behalf of Rowling Family 2012 Long Term Trust | 11/15/2022 | |
| ** 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 Number. | ||
