Rowling Family 2012 Long Term Trust - 23 Jul 2021 Form 3 Insider Report for NORTHERN OIL & GAS, INC. (NOG)

Role
Other*
Signature
Robert B. Rowling, Trustee, on behalf of Rowling Family 2012 Long Term Trust
Issuer symbol
NOG
Transactions as of
23 Jul 2021
Net transactions value
$0
Form type
3
Filing time
30 Jul 2021, 18:32:10 UTC
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding NOG Common Stock, $0.001 par value per share 677,488 23 Jul 2021 Direct

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
holding NOG 6.5% Series A Perpetual Cum. Convertible Preferred Stock 23 Jul 2021 Common Stock 95,523 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Preferred Stock is perpetual and therefore has no expiration date.
F2 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. The reporting person owns 21,894 shares of Preferred Stock.

Remarks:

As a result of its acquisition of the securities reported in this Form 3, the reporting person has become a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding common stock.