Rowling Family 2012 Long Term Trust - Jul 23, 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
Stock symbol: NOG
Transactions as of: Jul 23, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/30/2021, 06:32 PM

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						677K	Jul 23, 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							Jul 23, 2021	Common Stock	95.5K		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.

Content

The Preferred Stock is perpetual and therefore has no expiration date.

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.