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*
(Street)
| 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) 05/15/2018 | ||||||||||||||||||||||||||
| 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 | 05/15/2018 | J(1) | 47,438,400 | A | $1.5 | 59,900,285 | D | |||
| Common Stock, $0.001 par value per share | 05/15/2018 | J(2) | 4,000,000 | A | $1.5 | 63,900,285 | D | |||
| Common Stock, $0.001 par value per share | 05/15/2018 | J(3) | 3,146,667 | A | $1.5 | 67,046,952 | D | |||
| Common Stock, $0.001 par value per share | 05/15/2018 | J(4) | 6,666,667 | A | $1.5 | 73,713,619(5) | D | |||
| 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. Pursuant to that certain Exchange Agreement, dated January 31, 2018 (as amended, the "Exchange Agreement"), among Northern Oil and Gas, Inc. ("NOG") and the Noteholders (as defined in the Exchange Agreement), TRT Holdings, Inc. exchanged $177,894,000 aggregate principal amount of NOG's 8.000% senior notes due 2020 (the "Senior Notes") for (i) $108,872,000 aggregate principal amount of NOG's 8.500% senior secured second lien notes due 2023 (the "Second Lien Notes") and (ii) 47,438,400 shares of NOG's common stock, par value $0.001 per share ("Common Stock"). |
| 2. Pursuant to the Exchange Agreement, Cresta Investments, LLC exchanged $15,000,000 aggregate principal amount of the Senior Notes for (i) $9,180,000 aggregate principal amount of the Second Lien Notes and (ii) 4,000,000 shares of Common Stock. |
| 3. Pursuant to the Exchange Agreement, Robert B. Rowling exchanged $11,800,000 aggregate principal amount of the Senior Notes for (i) $7,222,000 aggregate principal amount of the Second Lien Notes and (ii) 3,146,667 shares of Common Stock. |
| 4. Pursuant to that certain Subscription Agreement, dated January 31, 2018, among NOG and TRT Holdings, Inc., TRT Holdings, Inc. acquired 6,666,667 shares of Common Stock for a purchase price of $10,000,000. |
| 5. 61,274,808 of the reported securities are owned directly by TRT Holdings, Inc., 7,947,921 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, and 3,146,667 of the reported securities are owned directly by Robert B. Rowling, individually. Robert B. Rowling indirectly beneficially owns: (i) all of the reported securities of TRT Holdings, Inc. due to his ownership of all Class B shares of common stock of TRT Holdings, Inc.; (ii) all of the reported securities of Cresta Investments, LLC due to his ownership of 100% of the ownership interests in Cresta Investments, LLC; and (iii) all of the reported securities of Cresta Greenwood, LLC due to his indirect ownership of 100% of the ownership interests in Cresta Greenwood, LLC. |
| /s/ Robert B. Rowling | 05/16/2018 | |
| /s/ Michael G. Smith, Executive Vice President, on behalf of TRT Holdings, Inc. | 05/16/2018 | |
| /s/ Michael G. Smith, Secretary, on behalf of Cresta Investments, LLC | 05/16/2018 | |
| /s/ Michael G. Smith, Vice President, on behalf of Cresta Greenwood, LLC | 05/16/2018 | |
| ** 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. | ||