SEC Form 4 · accession 0000950103-19-002412
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
Period of report
Feb 22, 2019
Accepted (ET)
Feb 26, 2019 · 7:13 pm EST
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 StockF3,F1,F2 | Feb 22, 2019 | S | 312,878 | $2.48 | D | 38,151,170 | I | See Footnotes |
| Common StockF4,F1,F2 | Feb 25, 2019 | S | 265,000 | $2.38 | D | 37,886,170 | I | See Footnotes |
| Common StockF5,F1,F2 | Feb 26, 2019 | S | 261,000 | $2.28 | D | 37,625,170 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of Common Stock of the Issuer directly held by W Energy Partners LLC. 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.
- F2Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
- F3The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $2.44 to $2.51. The reporting person undertakes to provide to the issuer, any security holders of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
- F4The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $2.34 to $2.49. The reporting person undertakes to provide to the issuer, any security holders of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
- F5The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $2.23 to $2.32. The reporting person undertakes to provide to the issuer, any security holders of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.