WR Operating Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Crestview Partners III GP, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2018

3. Issuer Name and Ticker or Trading Symbol
NORTHERN OIL & GAS, INC. [ NOG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	51,476,961	I	See Footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Forward Contract	(4)	(4)	Common Stock	(4)	(4)	I	See Footnotes(1)(2)(3)

1. Name and Address of Reporting Person^*

Crestview Partners III GP, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestview W2 Holdings, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

W Energy Partners LLC

(Last) (First) (Middle)

3811 TURTLE CREEK BLVD

SUITE 550

(Street)

DALLAS TX 75219

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WR Operating LLC

(Last) (First) (Middle)

3811 TURTLE CREEK BLVD

SUITE 550

(Street)

DALLAS TX 75219

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares of Common Stock of the Issuer ("Common Stock") acquired pursuant to the Purchase and Sale Agreement by and between WR Operating LLC and the Issuer, dated as of July 27, 2018 (the "Purchase Agreement") and filed as Exhibit 2.1 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 31, 2018, which Common Stock was initially acquired by WR Operating LLC and then distributed to its parent W Energy Partners LLC, the direct holder of the Common Shares.

2. Crestview W2 Holdings, L.P., in its capacity as a member of W Energy Partners LLC, may be deemed to have beneficial ownership of the shares of Common Stock directly held by W Energy Partners LLC. Crestview Partners III GP, L.P. exercises voting and dispositive power over the shares of Common Stock beneficially owned by Crestview W2 Holdings, L.P. which decisions are made by the investment committee of Crestview Partners III GP, L.P.

3. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

4. Pursuant to the Purchase Agreement, to the extent the Reference Price for each specified month exceeds the greater of the VWAP for such month or $2.00, the Reporting Persons are entitled to Additional Consideration equal to such excess multiplied by the specified amount of Unrestricted Shares for such month (as each such term is defined in the Purchase Agreement), payable in cash (or, for months occurring after March 2019, in Common Stock at the election of the Issuer) on or prior to the 5th day of the following month.

Remarks:

Exhibit 99 - Joint Filer Information

	By: Crestview Partners III GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross A. Oliver, General Counsel	10/11/2018
	By: Crestview W2 Holdings, L.P., By: Crestview W2 GP, LLC, its general partner, By: /s/ Ross A. Oliver, General Counsel	10/11/2018
	By: W Energy Partners LLC, By: /s/ Shane Hannabury, President	10/11/2018
	By: WR Operating LLC, By: /s/ Shane Hannabury, President	10/11/2018
	** Signature of Reporting Person	Date
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