Robert B. Rowling - Jul 23, 2021 Form 4 Insider Report for NORTHERN OIL & GAS, INC. (NOG)

Role
10%+ Owner
Signature
/s/ Robert B. Rowling
Stock symbol
NOG
Transactions as of
Jul 23, 2021
Transactions value $
$0
Form type
4
Date filed
7/30/2021, 05:25 PM
Next filing
Nov 22, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOG Common Stock, $0.001 par value per share Gift $0 -677K -6.91% $0.00 9.13M Jul 23, 2021 Direct F1, F2
holding NOG Common Stock, $0.001 par value per share 677K Jul 23, 2021 By Rowling Family 2012 Long Term Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NOG 6.5% Series A Perpetual Cum. Convertible Preferred Stock Gift $0 -21.9K -100% $0.00* 0 Jul 23, 2021 Common Stock 95.5K Direct F3, F4, F5
holding NOG 6.5% Series A Perpetual Cum. Convertible Preferred Stock 21.9K Jul 23, 2021 Common Stock 95.5K By Rowling Family 2012 Long Term Trust F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported transaction is a gift by Robert B. Rowling of Common Stock that was directly owned by him to the Rowling Family 2012 Long Term Trust (the "Trust"), a family trust for which Mr. Rowling serves as trustee and of which his family members are the beneficiaries.
F2 6,876,829 of the shares of Common Stock reported as directly owned are owned directly by TRT Holdings, Inc., 1,774,980 of such shares are owned directly by Cresta Investments, LLC, 134,422 of such shares are owned directly by Cresta Greenwood, LLC, 171,100 of such shares are owned directly by TTBR Investments LLC, and 171,100 of such shares are owned directly by TRBRJR Investments LLC. Mr. Rowling may be deemed to beneficially own all of the securities reported as directly owned due to his ownership interests in each of the foregoing entities.
F3 Each share of Preferred Stock is convertible at any time at the election of the holder into shares of Common Stock, at a conversion rate of 4.363 shares of Common Stock per share of Preferred Stock, subject to adjustment as provided in the Certificate of Designations. The "conversion price" at any time means $100, divided by the conversion rate in effect at such time. The Preferred Stock is also subject to mandatory conversion at the election of the Issuer if the closing sales price of the Common Stock of the Issuer equals or exceeds 145% of the conversion price for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days, including the last trading day of such 30-trading day period.
F4 The reported transaction is a gift by Robert B. Rowling of Preferred Stock that was directly owned by him to the Trust.
F5 The Preferred Stock is perpetual and therefore has no expiration date.