UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 16)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(1)   Based on 405,787,759 shares of Common Stock issued and outstanding as of November 8, 2019, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2019. Does not include any shares of Common Stock issuable upon conversion of the Issuer’s 6.500% Series A Perpetual Cumulative Convertible Preferred Stock (“Series A Preferred Stock”).

 

2

 

 

(1)   Includes 955,235 shares of Common Stock issuable upon conversion of 21,894 shares of Series A Preferred Stock held by Cresta Investments, LLC, which is based on an initial conversion rate of 43.63 shares of Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Certificate of Designations of the Series A Preferred Stock filed with the Secretary of State of the State of Delaware on November 22, 2019, as amended (the “Certificate of Designations”).

 

(2)   Based on 405,787,759 shares of Common Stock issued and outstanding as of November 8, 2019, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the SEC on November 12, 2019. Does not include any shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

 

3

 

 

(1)   Based on 405,787,759 shares of Common Stock issued and outstanding as of November 8, 2019, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the SEC on November 12, 2019. Does not include any shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

 

4

 

 

(1)   Based on 405,787,759 shares of Common Stock issued and outstanding as of November 8, 2019, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the SEC on November 12, 2019. Does not include any shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

 

5

 

 

(1)   Based on 405,787,759 shares of Common Stock issued and outstanding as of November 8, 2019, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the SEC on November 12, 2019. Does not include any shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

 

6

 

 

(1)   Includes 955,235 shares of Common Stock issuable upon conversion of 21,894 shares of Series A Preferred Stock held by Cresta Investments, LLC, which is based on an initial conversion rate of 43.63 shares of Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Certificate of Designations.

 

(2)   Based on 405,787,759 shares of Common Stock issued and outstanding as of November 8, 2019, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the SEC on November 12, 2019. Does not include any shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

 

7

 

CUSIP No.  665531109

 

The Schedule 13D filed on December 8, 2014 by TRT Holdings, Inc. (“TRT Holdings”), Cresta Investments, LLC (“Cresta Investments”), Cresta Greenwood, LLC (“Cresta Greenwood”) and Robert B. Rowling (“Mr. Rowling”) relating to the common stock, par value $0.001 per share (the “Common Stock”), of Northern Oil and Gas, Inc., a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 filed on January 5, 2015, Amendment No. 2 filed on December 11, 2015, Amendment No. 3 filed on January 15, 2016, Amendment No. 4 filed on January 22, 2016, Amendment No. 5 filed on February 5, 2016, Amendment No. 6 filed on February 16, 2016, Amendment No. 7 filed on February 24, 2016, Amendment No. 8 filed on August 11, 2016, Amendment No. 9 filed on January 27, 2017, Amendment No. 10 filed on October 20, 2017, Amendment No. 11 filed on November 14, 2017, Amendment No. 12 filed on February 5, 2018, Amendment No. 13 filed on April 6, 2018, Amendment No. 14 filed on May 18, 2018, and Amendment No. 15 filed on November 16, 2018 (the “Schedule 13D”) is hereby amended and supplemented as set forth below by this Amendment No. 16 to the Schedule 13D filed by TRT Holdings, Cresta Investments, Cresta Greenwood, Mr. Rowling, TTBR Investments LLC (“TTBR”) and TRBRJR Investments LLC (“TRBRJR and, collectively with TRT Holdings, Cresta Investments, Cresta Greenwood, Mr. Rowling and TTBR, the “Reporting Persons”).

 

For information required by Instruction C to Schedule 13D with respect to the executive officers and directors of TRT Holdings, reference is made to Attachment 1, which is incorporated herein by reference. For information required by Instruction C to Schedule 13D with respect to the executive officer and manager of Cresta Investments, reference is made to Attachment 2, which is incorporated herein by reference. For information required by Instruction C to Schedule 13D with respect to the executive officers and manager of Cresta Greenwood, reference is made to Attachment 3, which is incorporated herein by reference. For information required by Instruction C to Schedule 13D with respect to the sole member and executive officers of TTBR, reference is made to Attachment 4, which is incorporated herein by reference. For information required by Instruction C to Schedule 13D with respect to the sole member and executive officers of TRBRJR, reference is made to Attachment 5, which is incorporated herein by reference.

 

Item 2.                                 Identity and Background

 

Item 2 of the Schedule 13D is hereby amended and supplemented with the following:

 

(a), (b), (c) and (f)

 

TTBR

 

TTBR is a limited liability company organized under the laws of the State of Delaware. TTBR’s principal business is investing in equity securities. Its business address is 4001 Maple Ave., Suite 600, Dallas, Texas 75219.

 

For information required by Instruction C to Schedule 13D with respect to the sole member and executive officers of TTBR (collectively, the “TTBR Covered Persons”), reference is made to Attachment 4 annexed hereto and incorporated herein by reference.

 

TRBRJR

 

TRBRJR is a limited liability company organized under the laws of the State of Delaware. TRBRJR’s principal business is investing in equity securities. Its business address is 4001 Maple Ave., Suite 600, Dallas, Texas 75219.

 

For information required by Instruction C to Schedule 13D with respect to the sole member and executive officers of TRBRJR (collectively, the “TRBRJR Covered Persons”), reference is made to Attachment 5 annexed hereto and incorporated herein by reference.

 

(d) and (e)

 

8

 

During the last five years, neither TTBR nor TRBRJR, nor, to the best knowledge of TTBR and TRBRJR, any of the TTBR Covered Persons or TRBRJR Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.                                 Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended and supplemented with the following:

 

In connection with the Issuer’s previously announced exchange offer and subscription offer, on November 22, 2019, Cresta Investments (i) exchanged $1,032,735.85 aggregate principal amount of the Issuer’s 8.50% Senior Secured Second Lien Notes due 2023 for 10,947 shares of 6.500% Series A Perpetual Cumulative Convertible Preferred Stock of the Issuer (“Series A Preferred Stock”) and (ii) acquired 10,947 shares of Series A Preferred Stock for a purchase price of $1,094,700 utilizing the working capital of Cresta Investments. The shares of Series A Preferred Stock issued to Cresta Investments were valued at $100 per share.

 

As of the close of business on February 20, 2020, (i) TTBR had acquired 1,711,000 shares of Common Stock for an aggregate purchase price of approximately $2,899,728, which includes commissions, utilizing the working capital of TTBR, and (ii) TRBRJR had acquired 1,711,000 shares of Common Stock for an aggregate purchase price of approximately $2,899,728, which includes commissions, utilizing the working capital of TRBRJR.  All shares of Common Stock acquired by TTBR and TRBRJR have been acquired on the New York Stock Exchange.

 

Item 4.                                 Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented with the following:

 

The information set forth in Item 3 above is incorporated by reference into this Item 4.

 

The Series A Preferred Stock is convertible at the holders’ option into Common Stock at an initial conversion rate of 43.63 shares of Common Stock per share of Series A Preferred Stock (which is equivalent to an initial conversion price of approximately $2.29 per share of Common Stock), subject to customary adjustments as provided in the Certificate of Designations of the Series A Preferred Stock filed with the Secretary of State of the State of Delaware on November 22, 2019, as amended (the “Certificate of Designations”). The Preferred Stock is also subject to mandatory conversion at the election of the Issuer if the closing sales price of the Common Stock of the Issuer equals or exceeds 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 Certificate of Designations contains limitations on the ability of the Issuer and holders of Series A Preferred Stock to effect conversions of shares of Series A Preferred Stock for shares of Common Stock, if after a conversion a holder would beneficially own shares of Common Stock in excess of the “Conversion Cap,” as set forth therein. As of the close of business on February 20, 2020, the TRT Holders (as defined below) collectively beneficially owned a number of shares of Common Stock in excess of the Conversion Cap.

 

On February 20, 2020, TRT Holdings, Cresta Investments, Cresta Greenwood, and Mr. Rowling (collectively, the “TRT Holders”) entered into an Exchange Agreement (the “Exchange Agreement”) with the Issuer. The Exchange Agreement provides, notwithstanding anything to the contrary in the Certificate of Designations, including the Conversion Cap, for the TRT Holders to be able to exchange shares of Series A Preferred Stock for shares of Common Stock in the manner otherwise contemplated by the Certificate of Designations. As of the close of business on February 20, 2020, the TRT Holders had not exchanged or converted any shares of Series A Preferred Stock into shares of Common Stock.

 

The foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

9

 

Item 5.                                 Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and supplemented with the following:

 

(a)                                 At the close of business on February 20, 2020, the Reporting Persons beneficially owned, in the aggregate, 81,084,336 shares of Common Stock, which constitute approximately 20.0% of the outstanding Common Stock, of which: (i) TRT Holdings beneficially owned 63,768,290 shares of Common Stock held directly by TRT Holdings, which constitute approximately 15.7% of the Common Stock outstanding; (ii) Cresta Investments beneficially owned 10,903,156 shares of Common Stock, consisting of (A) 9,947,921 shares of Common Stock held directly by Cresta Investments and (B) 955,235 shares of Common Stock issuable upon conversion of 21,894 shares of Series A Preferred Stock held by Cresta Investments, which constitute approximately 2.7% of the Common Stock outstanding; (iii) Cresta Greenwood beneficially owned 1,344,223 shares of Common Stock held directly by Cresta Greenwood, which constitute approximately 0.3% of the Common Stock outstanding; (iv) TTBR beneficially owned 1,711,000 shares of Common Stock held directly by TTBR, which constitute approximately 0.4% of the Common Stock outstanding; (v) TRBRJR beneficially owned 1,711,000 shares of Common Stock held directly by TRBRJR, which constitute approximately 0.4% of the Common Stock outstanding; and (vi) Mr. Rowling beneficially owned all 81,084,336 shares of Common Stock, consisting of the shares of Common Stock held directly by TRT Holdings, Cresta Investments, Cresta Greenwood, TTBR and TRBRJR (as set forth above), the shares of Common Stock issuable upon conversion of the shares of Series A Preferred Stock held by Cresta Investments (as set forth above) and 1,646,667 shares of Common Stock held by himself, individually, which, in the aggregate, constitute approximately 20.0% of the outstanding Common Stock  (in each case, based on 405,787,759 shares of Common Stock issued and outstanding as of November 8, 2019, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the SEC on November 12, 2019, and not including any shares of Common Stock issuable upon conversion of the Series A Preferred Stock). Mr. Rowling beneficially owns the shares of Common Stock held directly by TRT Holdings due to his ownership of all of the shares of Class B Common Stock of TRT Holdings. Mr. Rowling beneficially owns the shares of Common Stock held directly by Cresta Investments and Cresta Greenwood, as well as the shares of Common Stock issuable upon conversion of the shares of Series A Preferred Stock held by Cresta Investments, due to his direct and indirect ownership of 100.00% of the ownership interests in such entities.  Mr. Rowling beneficially owns the shares of Common Stock held directly by TTBR and TRBRJR due to him being the trustee of the direct owner of 100% of the ownership interests in TTBR and TRBRJR.

 

(b)                                 Each of the Reporting Persons, either directly or indirectly, has the power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common Stock reported as beneficially owned by them in Item 5(a).

 

(c)                                  The table below specifies the date, amount and weighted average per share price of shares of Common Stock purchased by the Reporting Persons during the past 60 days. All transactions reflected in the table below were effected in the open market on the New York Stock Exchange.

 

Reporting Person		Trade Date		Number of Shares		Price Per Share
TTBR		01/28/2020		1,000,000		$	1.6604	(1)
TRBRJR		01/28/2020		1,000,000		$	1.6604	(1)
TTBR		01/29/2020		500,000		$	1.6993	(2)
TRBRJR		01/29/2020		500,000		$	1.6993	(2)
TTBR		01/30/2020		182,000		$	1.6821	(3)
TRBRJR		01/30/2020		182,000		$	1.6821	(3)
TTBR		01/31/2020		29,000		$	1.6999	(4)
TRBRJR		01/31/2020		29,000		$	1.6999	(4)

 

(1) The price reported for the shares of Common Stock purchased by TTBR and TRBRJR on January 28, 2020 is the weighted average price. The shares of Common Stock were purchased in multiple transactions at prices ranging from $1.6200 to $1.7000 per share, inclusive. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares of Common Stock purchased at each separate price within the ranges set forth in this footnote. Per share prices exclude commissions.

 

10

 

(2) The price reported for the shares of Common Stock purchased by TTBR and TRBRJR on January 29, 2020 is the weighted average price. The shares of Common Stock were purchased in multiple transactions at prices ranging from $1.6850 to $1.7000 per share, inclusive. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares of Common Stock purchased at each separate price within the ranges set forth in this footnote. Per share prices exclude commissions.

 

(3) The price reported for the shares of Common Stock purchased by TTBR and TRBRJR on January 30, 2020 is the weighted average price. The shares of Common Stock were purchased in multiple transactions at prices ranging from $1.6550 to $1.7000 per share, inclusive. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares of Common Stock purchased at each separate price within the ranges set forth in this footnote. Per share prices exclude commissions.

 

(4) The price reported for the shares of Common Stock purchased by TTBR and TRBRJR on January 31, 2020 is the weighted average price. The shares of Common Stock were purchased in multiple transactions at prices ranging from $1.6950 to $1.7000 per share, inclusive. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number shares of Common Stock purchased at each separate price within the ranges set forth in this footnote. Per share prices exclude commissions.

 

(d)                                 No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock reported in Item 5(a).

 

(e)                                  Not applicable.

 

Item 6.                                 Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

Item 6 of the Schedule 13D is hereby amended and supplemented with the following:

 

The information set forth in Item 4 above is incorporated by reference into this Item 6.

 

Item 7.                                 Material to be Filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended and supplemented with the following:

 

Exhibit 1                                               Joint Filing Agreement Pursuant to Rule 13d-1(k)

 

Exhibit 99.1                              Exchange Agreement, dated as of February 20, 2020, among Northern Oil and Gas, Inc., TRT Holdings, Inc., Cresta Investments, LLC, Cresta Greenwood, LLC, and Robert B. Rowling (incorporated by reference to Exhibit 10.1 to Northern Oil and Gas, Inc.’s Current Report on Form 8-K filed with the SEC on February 21, 2020)

 

11

 

SIGNATURE

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned persons, such persons certify that the information set forth in this statement is true, complete and correct.

 

Dated as of February 21, 2020

 

	TRT Holdings, Inc.
	By:	/s/ T. Blake Rowling
		Name:	T. Blake Rowling
		Title:	President
	Cresta Investments, LLC
	By:	/s/ Paul A. Jorge
		Name:	Paul A. Jorge
		Title:	Secretary
	Cresta Greenwood, LLC
	By:	/s/ Paul A. Jorge
		Name:	Paul A. Jorge
		Title:	Secretary
	/s/ Robert B. Rowling
	Robert B. Rowling
	TTBR Investments LLC
	By:	/s/ Paul A. Jorge
		Name:	Paul A. Jorge
		Title:	Vice President
	TRBRJR Investments LLC
	By:	/s/ Paul A. Jorge
		Name:	Paul A. Jorge
		Title:	Vice President

 

ATTENTION—Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

12

Exhibit 1

 

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate.  This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

 

Dated as of February 21, 2020

 

	TRT Holdings, Inc.
	By:	/s/ T. Blake Rowling
		Name:	T. Blake Rowling
		Title:	President
	Cresta Investments, LLC
	By:	/s/ Paul A. Jorge
		Name:	Paul A. Jorge
		Title:	Secretary
	Cresta Greenwood, LLC
	By:	/s/ Paul A. Jorge
		Name:	Paul A. Jorge
		Title:	Secretary
	/s/ Robert B. Rowling
	Robert B. Rowling
	TTBR Investments LLC
	By:	/s/ Paul A. Jorge
		Name:	Paul A. Jorge
		Title:	Vice President
	TRBRJR Investments LLC
	By:	/s/ Paul A. Jorge
		Name:	Paul A. Jorge
		Title:	Vice President

 

 

ATTACHMENT 1

 

All of the directors and executive officers (collectively referred to in this Attachment 1 as the “TRT Covered Persons”) of TRT Holdings, Inc. (“TRT Holdings”) are citizens of the United States. The names, business address, and principal occupation of the TRT Covered Persons, and the name, principal business and address of any corporation or other organization in which such employment is conducted, are set forth below. Except for Robert B. Rowling (as set forth in the attached Amendment No. 16 to the Schedule 13D) and James D. Caldwell, none of the other TRT Covered Persons beneficially own any shares of common stock of Northern Oil and Gas, Inc. Mr. Caldwell purchased 15,500 shares of Common Stock of Northern Oil and Gas, Inc., representing less than 1.0% of the class outstanding, on the New York Stock Exchange at an average price per share of $1.64, including commissions, utilizing his personal funds. Except the transaction disclosed in prior sentence, none of the TRT Covered Persons has entered into any transactions with respect to the shares of common stock of Northern Oil and Gas, Inc. during the past 60 days. To the best knowledge of TRT Holdings, during the last five years, none of the TRT Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. TRT Holdings’ principal business is serving as a holding company that invests in the equity securities of businesses in diversified industries.

 

DIRECTORS

 

Name		Business Address		Principal Occupation
Robert B. Rowling		TRT Holdings, Inc.		Director
		4001 Maple Ave., Suite 600
		Dallas, Texas 75219
Michael G. Smith		TRT Holdings, Inc.		Director
		4001 Maple Ave., Suite 600
		Dallas, Texas 75219
James D. Caldwell		TRT Holdings, Inc.		Director
		4001 Maple Ave., Suite 600
		Dallas, Texas 75219
T. Blake Rowling		TRT Holdings, Inc.		Director
		4001 Maple Ave., Suite 600
		Dallas, Texas 75219

 

EXECUTIVE OFFICERS

 

Name		Business Address		Principal Occupation
Robert B. Rowling		TRT Holdings, Inc.		Chairman and
		4001 Maple Ave., Suite 600		Chief Executive Officer
		Dallas, Texas 75219
T. Blake Rowling		TRT Holdings, Inc.		President
		4001 Maple Ave., Suite 600
		Dallas, Texas 75219
James D. Caldwell		TRT Holdings, Inc.		Executive Vice President
		4001 Maple Ave., Suite 600
		Dallas, Texas 75219
Michael G. Smith		TRT Holdings, Inc.		Senior Vice President
		4001 Maple Ave., Suite 600		Real Estate & Development
		Dallas, Texas 75219
Paul A. Jorge		TRT Holdings, Inc.		Senior Vice President,
		4001 Maple Ave., Suite 600		Secretary and General Counsel
		Dallas, Texas 75219

 

 

ATTACHMENT 2

 

The manager and executive officer (collectively referred to in this Attachment 2 as the “Cresta Investments Covered Persons”) of Cresta Investments, LLC (“Cresta Investments”) are citizens of the United States. The business address and principal occupation of the Cresta Investments Covered Persons, and the name, principal business and address of any corporation or other organization in which such employment is conducted, is set forth in Attachment 1 to the attached Amendment No. 16 to the Schedule 13D. Except for Robert B. Rowling (as set forth in the attached Amendment No. 16 to the Schedule 13D), none of the other Cresta Investments Covered Persons beneficially own any shares of common stock of Northern Oil and Gas, Inc. None of the Cresta Investments Covered Persons has entered into any transactions with respect to the shares of common stock of Northern Oil and Gas, Inc. during the past 60 days. To the best knowledge of Cresta Investments, during the last five years, none of the Cresta Investments Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The principal business of Cresta Investments, a Delaware limited liability company, is investing in equity securities and its business address is 4001 Maple Ave., Suite 600, Dallas, Texas 75219.

 

MANAGER
Name		Position at Cresta Investments, LLC
Robert B. Rowling		Manager
EXECUTIVE OFFICER
Name		Position at Cresta Investments, LLC
Paul A. Jorge		Secretary

 

 

ATTACHMENT 3

 

The names of the manager and executive officers (collectively referred to in this Attachment 3 as the “Cresta Greenwood Covered Persons”) of Cresta Greenwood, LLC (“Cresta Greenwood”) and their position at Cresta Greenwood are set forth below.  The executive officers of Cresta Greenwood are citizens of the United States. The principal occupation of the executive officers of Cresta Greenwood, and the name, principal business and address of any corporation or other organization in which such employment is conducted, is set forth in Attachment 1 to the attached Amendment No. 16 to the Schedule 13D. Except for Cresta Investments, LLC (as set forth in the attached Amendment No. 16 to the Schedule 13D) and James D. Caldwell, none of the other Cresta Greenwood Covered Persons beneficially own any shares of common stock of Northern Oil and Gas, Inc. Mr. Caldwell purchased 15,500 shares of Common Stock of Northern Oil and Gas, Inc., representing less than 1.0% of the class outstanding, on the New York Stock Exchange at an average price per share of $1.64, including commissions, utilizing his personal funds. Except the transaction disclosed in prior sentence, none of the Cresta Greenwood Covered Persons has entered into any transactions with respect to the shares of common stock of Northern Oil and Gas, Inc. during the past 60 days.  To the best knowledge of Cresta Greenwood, during the last five years, none of the executive officers of Cresta Greenwood (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The principal business of Cresta Greenwood, a Delaware limited liability company, is investing in equity securities and its business address is 4001 Maple Ave., Suite 600, Dallas, Texas 75219.

 

MANAGER
Name		Position at Cresta Greenwood, LLC
Cresta Investments, LLC		Manager

 

EXECUTIVE OFFICERS
Name		Position at Cresta Greenwood, LLC
James D. Caldwell		President
Michael G. Smith		Vice President, Treasurer
Paul A. Jorge		Vice President, Secretary

 

 

ATTACHMENT 4

 

TTBR Investments LLC (“TTBR”) is a member-managed Delaware limited liability company. Robert B. Rowling is the trustee of the trust that is the sole member of TTBR (such sole member and the executive officers of TTBR collectively referred to in this Attachment 4 as the “TTBR Covered Persons”). The names of the executive officers of TTBR and their positions with TTBR are set forth below. The executive officers of TTBR are citizens of the United States. The business address and principal occupation of the executive officers of TTBR, and the name, principal business and address of any corporation or other organization in which such employment is conducted, is set forth in Attachment 1 to the attached Amendment No. 16 to the Schedule 13D. None of the TTBR Covered Persons beneficially own any shares of Common Stock of Northern Oil and Gas, Inc. None of the TTBR Covered Persons has entered into any transactions with respect to the shares of Common Stock of Northern Oil and Gas, Inc. during the past 60 days. See Item 5 of the attached Amendment No. 16 to the Schedule 13D for the transactions with respect to the shares of Common Stock of Northern Oil and Gas, Inc. effected by entities controlled by Mr. Rowling during the past 60 days.

 

EXECUTIVE OFFICERS
Name		Position at TTBR Investments LLC
T. Blake Rowling		President
Paul A. Jorge		Vice President, Treasurer and Secretary

 

 

ATTACHMENT 5

 

TRBRJR Investments LLC (“TRBRJR”) is a member-managed Delaware limited liability company. Robert B. Rowling is the trustee of the trust that is the sole member of TRBRJR (such sole member and the executive officers of TRBRJR collectively referred to in this Attachment 5 as the “TRBRJR Covered Persons”). The names of the executive officers of TRBRJR and their positions with TRBRJR are set forth below. The executive officers of TRBRJR are citizens of the United States. The business address and principal occupation of the executive officers of TRBRJR, and the name, principal business and address of any corporation or other organization in which such employment is conducted, is set forth in Attachment 1 to the attached Amendment No. 16 to the Schedule 13D. None of the TRBRJR Covered Persons beneficially own any shares of Common Stock of Northern Oil and Gas, Inc. None of the TRBRJR Covered Persons has entered into any transactions with respect to the shares of Common Stock of Northern Oil and Gas, Inc. during the past 60 days. See Item 5 of the attached Amendment No. 16 to the Schedule 13D for the transactions with respect to the shares of Common Stock of Northern Oil and Gas, Inc. effected by entities controlled by Mr. Rowling during the past 60 days.

 

EXECUTIVE OFFICERS
Name		Position at TRBRJR Investments LLC
T. Blake Rowling		President
Paul A. Jorge		Vice President, Treasurer and Secretary