0001104659-15-084113.txt : 20151210 0001104659-15-084113.hdr.sgml : 20151210 20151210183948 ACCESSION NUMBER: 0001104659-15-084113 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151208 FILED AS OF DATE: 20151210 DATE AS OF CHANGE: 20151210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN OIL & GAS, INC. CENTRAL INDEX KEY: 0001104485 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 953848122 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 315 MANITOBA AVE CITY: WAYZATA STATE: MN ZIP: 55391 BUSINESS PHONE: 952-476-9800 MAIL ADDRESS: STREET 1: 315 MANITOBA AVE CITY: WAYZATA STATE: MN ZIP: 55391 FORMER COMPANY: FORMER CONFORMED NAME: KENTEX PETROLEUM INC DATE OF NAME CHANGE: 20000128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cresta Investments, LLC CENTRAL INDEX KEY: 0001660745 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33999 FILM NUMBER: 151281850 BUSINESS ADDRESS: STREET 1: 4001 MAPLE AVENUE STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2142838649 MAIL ADDRESS: STREET 1: 4001 MAPLE AVENUE STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cresta Greenwood, LLC CENTRAL INDEX KEY: 0001660744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33999 FILM NUMBER: 151281851 BUSINESS ADDRESS: STREET 1: 4001 MAPLE AVENUE STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2142838649 MAIL ADDRESS: STREET 1: 4001 MAPLE AVENUE STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRT Holdings Inc CENTRAL INDEX KEY: 0001376323 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33999 FILM NUMBER: 151281852 BUSINESS ADDRESS: STREET 1: 4001 MAPLE AVE STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 214-283-8500 MAIL ADDRESS: STREET 1: 4001 MAPLE AVE STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rowling Robert B. CENTRAL INDEX KEY: 0001436419 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33999 FILM NUMBER: 151281853 MAIL ADDRESS: STREET 1: 4001 MAPLE AVE STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75219 4 1 a4.xml 4 X0306 4 2015-12-08 0 0001104485 NORTHERN OIL & GAS, INC. NOG 0001436419 Rowling Robert B. 4001 MAPLE AVENUE, SUITE 600 DALLAS TX 75219 0 0 1 0 0001376323 TRT Holdings Inc 4001 MAPLE AVENUE, SUITE 600 DALLAS TX 75219 0 0 1 0 0001660744 Cresta Greenwood, LLC 4001 MAPLE AVENUE, SUITE 600 DALLAS TX 75219 0 0 1 0 0001660745 Cresta Investments, LLC 4001 MAPLE AVENUE, SUITE 600 DALLAS TX 75219 0 0 1 0 Common Stock, $0.001 par value per share 2015-12-08 4 P 0 532596 3.9465 A 6767966 D Common Stock, $0.001 par value per share 2015-12-09 4 P 0 210927 4.1683 A 6978893 D Common Stock, $0.001 par value per share 2015-12-09 4 P 0 384368 4.1121 A 7363261 D Common Stock, $0.001 par value per share 2015-12-10 4 P 0 216510 4.2761 A 7579771 D The 532,596 shares purchased on December 8, 2015, which is the date the reporting persons acquired aggregate ownership of more than 10.0% of the outstanding common stock of Northern Oil and Gas, Inc., were also included by the reporting persons in their initial statement of beneficial ownership on Form 3, which was filed with the Securities and Exchange Commission on December 10, 2015. The price reported is the weighted average price. The shares were purchased by TRT Holdings, Inc. in multiple transactions at prices ranging from $3.4800 to $4.0500 per share, inclusive. The reporting persons undertake to provide Northern Oil and Gas, Inc., any stockholder of Northern Oil and Gas, Inc., or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. The price reported is the weighted average price. The shares were purchased in multiple transactions by TRT Holdings, Inc. at prices ranging from $4.0000 to $4.2500 per share, inclusive. The reporting persons undertake to provide Northern Oil and Gas, Inc., any stockholder of Northern Oil and Gas, Inc., or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. The price reported is the weighted average price. The shares were purchased in multiple transactions by Cresta Investments, LLC at prices ranging from $3.9850 to $4.2000 per share, inclusive. The reporting persons undertake to provide Northern Oil and Gas, Inc., any stockholder of Northern Oil and Gas, Inc., or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. The price reported is the weighted average price. The shares were purchased in multiple transactions by TRT Holdings, Inc. at prices ranging from $4.0300 to $4.3500 per share, inclusive. The reporting persons undertake to provide Northern Oil and Gas, Inc., any stockholder of Northern Oil and Gas, Inc., or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. 4,205,033 of the reported securities are owned directly by TRT Holdings, Inc., 2,030,515 of the reported securities are owned directly by Cresta Investments, LLC and 1,344,223 of the reported securities are owned directly by Cresta Greenwood, LLC. Robert B. Rowling indirectly beneficially owns all of the reported securities due to his ownership of all Class B shares of Common Stock of TRT Holdings, Inc., his ownership of 100% of the ownership interests in Cresta Investments, LLC, and his indirect ownership of 100% of the ownership interests in Cresta Greenwood, LLC. /s/ Robert B. Rowling 2015-12-10 /s/ Michael G. Smith, Senior Vice President, on behalf of TRT Holdings, Inc. 2015-12-10 /s/ Michael G. Smith, Secretary, on behalf of Cresta Investments, LLC 2015-12-10 /s/ Michael G. Smith, Vice President, on behalf of Cresta Greenwood, LLC 2015-12-10