0001104659-16-100539.txt : 20160226 0001104659-16-100539.hdr.sgml : 20160226 20160226163710 ACCESSION NUMBER: 0001104659-16-100539 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160224 FILED AS OF DATE: 20160226 DATE AS OF CHANGE: 20160226 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 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: 161462512 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 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: 161462513 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: 161462514 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: 161462515 MAIL ADDRESS: STREET 1: 4001 MAPLE AVE STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75219 4 1 a4.xml 4 X0306 4 2016-02-24 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 0001660745 Cresta Investments, LLC 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 Common Stock, $0.001 par value per share 2016-02-24 4 P 0 184220 2.6231 A 12386585 D Common Stock, $0.001 par value per share 2016-02-25 4 P 0 75300 2.7346 A 12461885 D The price reported is the weighted average price. The shares were purchased in multiple transactions by TRT Holdings, Inc. at prices ranging from $2.5050 to $2.7100 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 $2.5400 to $2.8150 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. 7,169,741 of the reported securities are owned directly by TRT Holdings, Inc., 3,947,921 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 2016-02-26 /s/ Michael G. Smith, Senior Vice President, on behalf of TRT Holdings, Inc. 2016-02-26 /s/ Michael G. Smith, Secretary, on behalf of Cresta Investments, LLC 2016-02-26 /s/ Michael G. Smith, Vice President, on behalf of Cresta Greenwood, LLC 2016-02-26