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