0001104659-22-026175.txt : 20220223
0001104659-22-026175.hdr.sgml : 20220223
20220223171107
ACCESSION NUMBER: 0001104659-22-026175
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220218
FILED AS OF DATE: 20220223
DATE AS OF CHANGE: 20220223
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: 22664946
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 Family 2012 Long Term Trust
CENTRAL INDEX KEY: 0001876126
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33999
FILM NUMBER: 22664945
BUSINESS ADDRESS:
STREET 1: 4001 MAPLE AVENUE, SUITE 600
CITY: DALLAS
STATE: TX
ZIP: 75219
BUSINESS PHONE: 214-283-8500
MAIL ADDRESS:
STREET 1: 4001 MAPLE AVENUE, SUITE 600
CITY: DALLAS
STATE: TX
ZIP: 75219
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: 4350 BAKER ROAD
STREET 2: SUITE 400
CITY: MINNETONKA
STATE: MN
ZIP: 55343
BUSINESS PHONE: 952-476-9800
MAIL ADDRESS:
STREET 1: 4350 BAKER ROAD
STREET 2: SUITE 400
CITY: MINNETONKA
STATE: MN
ZIP: 55343
FORMER COMPANY:
FORMER CONFORMED NAME: KENTEX PETROLEUM INC
DATE OF NAME CHANGE: 20000128
4
1
tm227416-2_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-02-18
0
0001104485
NORTHERN OIL & GAS, INC.
NOG
0001436419
Rowling Robert B.
4001 MAPLE AVE.
SUITE 600
DALLAS
TX
75219
0
0
1
0
0001876126
Rowling Family 2012 Long Term Trust
4001 MAPLE AVE.
SUITE 600
DALLAS
TX
75219
0
0
1
0
6.5% Series A Perpetual Cumulative Convertible Preferred Stk
2022-02-18
4
S
0
21894
132.06
D
2020-02-20
Common Stock
95523
0
D
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.
The reported transaction is a sale by the Rowling Family 2012 Long Term Trust (the "Trust") of Preferred Stock to the Issuer.
The Preferred Stock was perpetual and therefore had no expiration date.
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.
/s/ Robert B. Rowling
2022-02-23
/s/ Robert B. Rowling, Trustee, on behalf of Rowling Family 2012 Long Term Trust
2022-02-23