SEC Form 3 · accession 0000950103-18-011924
NORTHERN OIL & GAS, INC. · NOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Crestview Partners III GP, L.P.
10% Owner
W Energy Partners LLC
10% Owner
Crestview W2 Holdings, L.P.
10% Owner
WR Operating LLC
10% Owner
Period of report
Oct 1, 2018
Accepted (ET)
Oct 11, 2018 · 4:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001104485
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | holding | — | — | — | 51,476,961 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward ContractF1,F2,F3,F4 | — | holding | — | — | — | — | — | Common Stock | — | — | I |
Explanation of responses
- F1Represents 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.
- F2Crestview 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.
- F3Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
- F4Pursuant 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