Robert B. Rowling - Feb 18, 2022 Form 4 Insider Report for NORTHERN OIL & GAS, INC. (NOG)

Role
10%+ Owner
Signature
/s/ Robert B. Rowling
Stock symbol
NOG
Transactions as of
Feb 18, 2022
Transactions value $
-$2,891,322
Form type
4
Date filed
2/23/2022, 04:11 PM
Previous filing
Jan 5, 2022
Next filing
Jun 3, 2022

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 Cumulative Convertible Preferred Stk Sale -$2.89M -21.9K -100% $132.06 0 Feb 18, 2022 Common Stock 95.5K Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Preferred Stock was 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 was $100 divided by the conversion rate in effect at such time. The Preferred Stock was also subject to mandatory conversion at the election of the Issuer if the closing sales price of the Common Stock of the Issuer equaled or exceeded 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.
F2 The reported transaction is a sale by the Rowling Family 2012 Long Term Trust (the "Trust") of Preferred Stock to the Issuer.
F3 The Preferred Stock was perpetual and therefore had no expiration date.
F4 All shares sold in the reported transaction were owned directly by the Trust, a family trust for which Mr. Rowling serves as trustee and of which his family members are the beneficiaries.