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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rowling Robert B. 4001 MAPLE AVENUE, SUITE 600 DALLAS, TX 75219 |
X | |||
TRT Holdings Inc 4001 MAPLE AVENUE, SUITE 600 DALLAS, TX 75219 |
X | |||
Cresta Investments, LLC 4001 MAPLE AVENUE, SUITE 600 DALLAS, TX 75219 |
X | |||
Cresta Greenwood, LLC 4001 MAPLE AVENUE, SUITE 600 DALLAS, TX 75219 |
X |
/s/ Robert B. Rowling | 02/26/2016 | |
**Signature of Reporting Person | Date | |
/s/ Michael G. Smith, Senior Vice President, on behalf of TRT Holdings, Inc. | 02/26/2016 | |
**Signature of Reporting Person | Date | |
/s/ Michael G. Smith, Secretary, on behalf of Cresta Investments, LLC | 02/26/2016 | |
**Signature of Reporting Person | Date | |
/s/ Michael G. Smith, Vice President, on behalf of Cresta Greenwood, LLC | 02/26/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 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. |
(2) | 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. |
(3) | 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. |