Form 4 for NOG NORTHERN OIL & GAS, INC.
Accepted 2021-07-30 00:00:00 ET · period of report 2021-07-23 · accession 0001104659-21-098373 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2021-07-30 | 2021-07-23 | NOG | Rowling Robert B. | 10% | G - Gift | $0.00 | -677.5K | 9.13M | -7% | $0 |
| D | 2021-07-30 | 2021-07-23 | NOG | Rowling Robert B. | 10% | G - Gift | $0.00 | -21.9K | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock, $0.001 par value per share | 2021-07-23 | G | D | 677,488 | $0.00 | 9,128,431 | D | — | — | (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. |
| 2 | Derivative | 6.5% Series A Perpetual Cum. Convertible Preferred Stock | 2021-07-23 | G | D | 21,894 | $0.00 | 0 | D | — · 2020-02-20 to — | 95,523 Common Stock | (F4) The reported transaction is a gift by Robert B. Rowling of Preferred Stock that was directly owned by him to the Trust. (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. (F5) The Preferred Stock is perpetual and therefore has no expiration date. |