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Home/Filings/4/0001104659-21-098373
4//SEC Filing

Cresta Greenwood, LLC 4

Accession 0001104659-21-098373

CIK 0001104485other
View on SEC.govCompany Profile

Filed

Jul 29, 8:00 PM ET

Accepted

Jul 30, 5:25 PM ET

Size

18.9 KB

Accession

0001104659-21-098373

Insider Transaction Report

Form 4
Period: 2021-07-23
NORTHERN OIL & GAS, INC.NOG
TRBRJR Investments LLC
10% Owner
Transactions
  • Gift

    Common Stock, $0.001 par value per share

    2021-07-23−677,488→ 9,128,431 total
  • Gift

    6.5% Series A Perpetual Cum. Convertible Preferred Stock

    2021-07-23−21,894→ 0 total
    From: 2020-02-20→ Common Stock (95,523 underlying)
Holdings

  • Common Stock, $0.001 par value per share

    (indirect: By Trust)
    677,488

  • 6.5% Series A Perpetual Cum. Convertible Preferred Stock

    (indirect: By Trust)
    From: 2020-02-20→ Common Stock (95,523 underlying)
    21,894
Cresta Investments, LLC
10% Owner
Transactions
  • Gift

    Common Stock, $0.001 par value per share

    2021-07-23−677,488→ 9,128,431 total
  • Gift

    6.5% Series A Perpetual Cum. Convertible Preferred Stock

    2021-07-23−21,894→ 0 total
    From: 2020-02-20→ Common Stock (95,523 underlying)
Holdings

  • Common Stock, $0.001 par value per share

    (indirect: By Trust)
    677,488

  • 6.5% Series A Perpetual Cum. Convertible Preferred Stock

    (indirect: By Trust)
    From: 2020-02-20→ Common Stock (95,523 underlying)
    21,894
Cresta Greenwood, LLC
10% Owner
Transactions
  • Gift

    Common Stock, $0.001 par value per share

    2021-07-23−677,488→ 9,128,431 total
  • Gift

    6.5% Series A Perpetual Cum. Convertible Preferred Stock

    2021-07-23−21,894→ 0 total
    From: 2020-02-20→ Common Stock (95,523 underlying)
Holdings

  • 6.5% Series A Perpetual Cum. Convertible Preferred Stock

    (indirect: By Trust)
    From: 2020-02-20→ Common Stock (95,523 underlying)
    21,894

  • Common Stock, $0.001 par value per share

    (indirect: By Trust)
    677,488
TTBR Investments LLC
10% Owner
Transactions
  • Gift

    Common Stock, $0.001 par value per share

    2021-07-23−677,488→ 9,128,431 total
  • Gift

    6.5% Series A Perpetual Cum. Convertible Preferred Stock

    2021-07-23−21,894→ 0 total
    From: 2020-02-20→ Common Stock (95,523 underlying)
Holdings

  • Common Stock, $0.001 par value per share

    (indirect: By Trust)
    677,488

  • 6.5% Series A Perpetual Cum. Convertible Preferred Stock

    (indirect: By Trust)
    From: 2020-02-20→ Common Stock (95,523 underlying)
    21,894
Rowling Robert B.
10% Owner
Transactions
  • Gift

    Common Stock, $0.001 par value per share

    2021-07-23−677,488→ 9,128,431 total
  • Gift

    6.5% Series A Perpetual Cum. Convertible Preferred Stock

    2021-07-23−21,894→ 0 total
    From: 2020-02-20→ Common Stock (95,523 underlying)
Holdings

  • Common Stock, $0.001 par value per share

    (indirect: By Trust)
    677,488

  • 6.5% Series A Perpetual Cum. Convertible Preferred Stock

    (indirect: By Trust)
    From: 2020-02-20→ Common Stock (95,523 underlying)
    21,894
TRT Holdings Inc
10% Owner
Transactions
  • Gift

    Common Stock, $0.001 par value per share

    2021-07-23−677,488→ 9,128,431 total
  • Gift

    6.5% Series A Perpetual Cum. Convertible Preferred Stock

    2021-07-23−21,894→ 0 total
    From: 2020-02-20→ Common Stock (95,523 underlying)
Holdings

  • 6.5% Series A Perpetual Cum. Convertible Preferred Stock

    (indirect: By Trust)
    From: 2020-02-20→ Common Stock (95,523 underlying)
    21,894

  • Common Stock, $0.001 par value per share

    (indirect: By Trust)
    677,488
Footnotes (5)
  • [F1]The reported transaction is a gift by Robert B. Rowling of Common Stock that was directly owned by him to the Rowling Family 2012 Long Term Trust (the "Trust"), a family trust for which Mr. Rowling serves as trustee and of which his family members are the beneficiaries.
  • [F2]6,876,829 of the shares of Common Stock reported as directly owned are owned directly by TRT Holdings, Inc., 1,774,980 of such shares are owned directly by Cresta Investments, LLC, 134,422 of such shares are owned directly by Cresta Greenwood, LLC, 171,100 of such shares are owned directly by TTBR Investments LLC, and 171,100 of such shares are owned directly by TRBRJR Investments LLC. Mr. Rowling may be deemed to beneficially own all of the securities reported as directly owned due to his ownership interests in each of the foregoing entities.
  • [F3]Each share of Preferred Stock is 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 means $100, divided by the conversion rate in effect at such time. 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.
  • [F4]The reported transaction is a gift by Robert B. Rowling of Preferred Stock that was directly owned by him to the Trust.
  • [F5]The Preferred Stock is perpetual and therefore has no expiration date.

Documents

1 file

Issuer

NORTHERN OIL & GAS, INC.

CIK 0001104485

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001660744

Filing Metadata

Form type
4
Filed
Jul 29, 8:00 PM ET
Accepted
Jul 30, 5:25 PM ET
Size
18.9 KB
View on SEC.gov