SEC Form 4 · accession 0001104659-18-033806
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
May 15, 2018
Accepted (ET)
May 16, 2018 · 4:12 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 Stock, $0.001 par value per share | May 15, 2018 | J | 47,438,400 | $1.50 | A | 59,900,285 | D | |
| Common Stock, $0.001 par value per share | May 15, 2018 | J | 4,000,000 | $1.50 | A | 63,900,285 | D | |
| Common Stock, $0.001 par value per share | May 15, 2018 | J | 3,146,667 | $1.50 | A | 67,046,952 | D | |
| Common Stock, $0.001 par value per shareF5 | May 15, 2018 | J | 6,666,667 | $1.50 | A | 73,713,619 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant 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").
- F2Pursuant 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.
- F3Pursuant 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.
- F4Pursuant 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.
- F561,274,808 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.