SEC Form 4 · accession 0001104659-15-084113
NORTHERN OIL & GAS, INC. · NOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
TRT Holdings Inc
10% Owner
Robert B. Rowling
10% Owner
Cresta Greenwood, LLC
10% Owner
Cresta Investments, LLC
10% Owner
Period of report
Dec 8, 2015
Accepted (ET)
Dec 10, 2015 · 6:39 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 Stock, $0.001 par value per shareF1,F2 | Dec 8, 2015 | P | 532,596 | $3.9465 | A | 6,767,966 | D | |
| Common Stock, $0.001 par value per shareF3 | Dec 9, 2015 | P | 210,927 | $4.1683 | A | 6,978,893 | D | |
| Common Stock, $0.001 par value per shareF4 | Dec 9, 2015 | P | 384,368 | $4.1121 | A | 7,363,261 | D | |
| Common Stock, $0.001 par value per shareF5,F6 | Dec 10, 2015 | P | 216,510 | $4.2761 | A | 7,579,771 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The 532,596 shares purchased on December 8, 2015, which is the date the reporting persons acquired aggregate ownership of more than 10.0% of the outstanding common stock of Northern Oil and Gas, Inc., were also included by the reporting persons in their initial statement of beneficial ownership on Form 3, which was filed with the Securities and Exchange Commission on December 10, 2015.
- F2The price reported is the weighted average price. The shares were purchased by TRT Holdings, Inc. in multiple transactions at prices ranging from $3.4800 to $4.0500 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 purchased at each separate price within the ranges set forth in this footnote.
- F3The price reported is the weighted average price. The shares were purchased in multiple transactions by TRT Holdings, Inc. at prices ranging from $4.0000 to $4.2500 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 purchased at each separate price within the ranges set forth in this footnote.
- F4The price reported is the weighted average price. The shares were purchased in multiple transactions by Cresta Investments, LLC at prices ranging from $3.9850 to $4.2000 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 purchased at each separate price within the ranges set forth in this footnote.
- F5The price reported is the weighted average price. The shares were purchased in multiple transactions by TRT Holdings, Inc. at prices ranging from $4.0300 to $4.3500 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 purchased at each separate price within the ranges set forth in this footnote.
- F64,205,033 of the reported securities are owned directly by TRT Holdings, Inc., 2,030,515 of the reported securities are owned directly by Cresta Investments, LLC and 1,344,223 of the reported securities are owned directly by Cresta Greenwood, LLC. Robert B. Rowling indirectly beneficially owns all of the reported securities due to his ownership of all Class B shares of Common Stock of TRT Holdings, Inc., his ownership of 100% of the ownership interests in Cresta Investments, LLC, and his indirect ownership of 100% of the ownership interests in Cresta Greenwood, LLC.