NOG

SEC source: 0001104485-20-000032 · wf-form4_158447890816618.xml · nonDerivative · entry 1

O'GRADY NICHOLAS L. · CIK 0001741768 · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 797,568

F1 · security: Surrender of shares to pay taxes payable upon vesting of restricted stock.

F2 · price: Reflects the last closing price of the company's common stock on or before the date the shares were surrendered.

SEC source: 0001104485-20-000030 · wf-form4_158447886504948.xml · nonDerivative · entry 1

Allen Chad W · CIK 0001682657 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 197,370

F1 · security: Surrender of shares to pay taxes payable upon vesting of restricted stock.

F2 · price: Reflects the last closing price of the company's common stock on or before the date the shares were surrendered.

SEC source: 0001104485-20-000031 · wf-form4_158447888663812.xml · nonDerivative · entry 2

Dirlam Adam A. · CIK 0001742527 · COO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Spouse

Disclosed balance after: 83,534

F1 · security: Surrender of shares to pay taxes payable upon vesting of restricted stock.

F2 · price: Reflects the last closing price of the company's common stock on or before the date the shares were surrendered.

SEC source: 0001104485-20-000031 · wf-form4_158447888663812.xml · nonDerivative · entry 1

Dirlam Adam A. · CIK 0001742527 · COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 304,749

F1 · security: Surrender of shares to pay taxes payable upon vesting of restricted stock.

F2 · price: Reflects the last closing price of the company's common stock on or before the date the shares were surrendered.

SEC source: 0001104659-20-034197 · a4.xml · nonDerivative · entry 1

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

TTBR Investments LLC · CIK 0001802062 · 10% owner

TRBRJR Investments LLC · CIK 0001802054 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 91,053,107

F1 · price: The price reported is the weighted average price. The shares were purchased in multiple transactions by Cresta Investments, LLC at prices ranging from $0.7693 to $0.8000 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.

SEC source: 0001104659-20-031536 · a4.xml · nonDerivative · entry 3

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

TTBR Investments LLC · CIK 0001802062 · 10% owner

TRBRJR Investments LLC · CIK 0001802054 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 90,481,544

F3 · price: The price reported is the weighted average price. The shares were purchased in multiple transactions by Cresta Investments, LLC at prices ranging from $0.7900 to $0.8000 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.

F4 · balance_after: 68,768,290 of the reported securities are owned directly by TRT Holdings, Inc., 15,300,364 of the reported securities are owned directly by Cresta Investments, LLC, 1,344,223 of the reported securities are owned directly by Cresta Greenwood, LLC, 1,711,000 of the reported securities are owned directly by TTBR Investments LLC and 1,711,000 of the reported securities are owned directly by TRBRJR Investments LLC. Robert B. Rowling controls 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, his indirect ownership of 100% of the ownership interests in Cresta Greenwood, LLC, and being trustee of the direct owner of 100% of the ownership interests in TTBR Investments LLC and TRBRJR Investments LLC.

SEC source: 0001104659-20-031536 · a4.xml · nonDerivative · entry 2

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

TTBR Investments LLC · CIK 0001802062 · 10% owner

TRBRJR Investments LLC · CIK 0001802054 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 90,129,101

F2 · price: The price reported is the weighted average price. The shares were purchased in multiple transactions by Cresta Investments, LLC at prices ranging from $0.7701 to $0.8500 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.

SEC source: 0001104659-20-031536 · a4.xml · nonDerivative · entry 1

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

TTBR Investments LLC · CIK 0001802062 · 10% owner

TRBRJR Investments LLC · CIK 0001802054 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 89,182,482

F1 · price: The price reported is the weighted average price. The shares were purchased in multiple transactions by Cresta Investments, LLC at prices ranging from $1.2000 to $1.2500 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.

SEC source: 0001104659-20-028090 · a4.xml · nonDerivative · entry 3

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

TTBR Investments LLC · CIK 0001802062 · 10% owner

TRBRJR Investments LLC · CIK 0001802054 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 87,129,101

F3 · price: The price reported is the weighted average price. The shares were purchased in multiple transactions by Cresta Investments, LLC at prices ranging from $1.375 to $1.4000 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.

F4 · balance_after: 68,768,290 of the reported securities are owned directly by TRT Holdings, Inc., 11,947,921 of the reported securities are owned directly by Cresta Investments, LLC, 1,344,223 of the reported securities are owned directly by Cresta Greenwood, LLC, 1,711,000 of the reported securities are owned directly by TTBR Investments LLC and 1,711,000 of the reported securities are owned directly by TRBRJR Investments LLC. Robert B. Rowling controls 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, his indirect ownership of 100% of the ownership interests in Cresta Greenwood, LLC, and being trustee of the direct owner of 100% of the ownership interests in TTBR Investments LLC and TRBRJR Investments LLC.

SEC source: 0001104659-20-028090 · a4.xml · nonDerivative · entry 2

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

TTBR Investments LLC · CIK 0001802062 · 10% owner

TRBRJR Investments LLC · CIK 0001802054 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 86,554,101

F2 · price: The price reported is the weighted average price. The shares were purchased in multiple transactions by Cresta Investments, LLC at prices ranging from $1.295 to $1.3000 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.

SEC source: 0001104659-20-028090 · a4.xml · nonDerivative · entry 1

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

TTBR Investments LLC · CIK 0001802062 · 10% owner

TRBRJR Investments LLC · CIK 0001802054 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 86,429,101

F1 · price: The price reported is the weighted average price. The shares were purchased in multiple transactions by Cresta Investments, LLC at prices ranging from $1.3300 to $1.3500 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.

SEC source: 0001104659-20-025516 · a4.xml · nonDerivative · entry 3

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

TTBR Investments LLC · CIK 0001802062 · 10% owner

TRBRJR Investments LLC · CIK 0001802054 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 85,129,101

F3 · price: The price reported is the weighted average price. The shares were purchased in multiple transactions by TRT Holdings, Inc. at prices ranging from $1.420 to $1.5000 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.

F4 · balance_after: 68,768,290 of the reported securities are owned directly by TRT Holdings, Inc., 9,947,921 of the reported securities are owned directly by Cresta Investments, LLC, 1,344,223 of the reported securities are owned directly by Cresta Greenwood, LLC, 1,711,000 of the reported securities are owned directly by TTBR Investments LLC and 1,711,000 of the reported securities are owned directly by TRBRJR Investments LLC. Robert B. Rowling controls 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, his indirect ownership of 100% of the ownership interests in Cresta Greenwood, LLC, and being trustee of the direct owner of 100% of the ownership interests in TTBR Investments LLC and TRBRJR Investments LLC.

SEC source: 0001104659-20-025516 · a4.xml · nonDerivative · entry 2

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

TTBR Investments LLC · CIK 0001802062 · 10% owner

TRBRJR Investments LLC · CIK 0001802054 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 83,229,101

F2 · price: The price reported is the weighted average price. The shares were purchased in multiple transactions by TRT Holdings, Inc. at prices ranging from $1.455 to $1.5000 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.

SEC source: 0001104659-20-025516 · a4.xml · nonDerivative · entry 1

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

TTBR Investments LLC · CIK 0001802062 · 10% owner

TRBRJR Investments LLC · CIK 0001802054 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 80,529,101

F1 · price: The price reported is the weighted average price. The shares were purchased in multiple transactions by TRT Holdings, Inc. at prices ranging from $1.455 to $1.5000 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.

SEC source: 0001104659-20-023973 · a4.xml · derivative · entry 2

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

TTBR Investments LLC · CIK 0001802062 · 10% owner

TRBRJR Investments LLC · CIK 0001802054 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,894

Underlying: Common Stock · 955,235 shares

Expires not disclosed

F1 · security: As previously reported on a Form 4 filed with the SEC by TRT Holdings, Inc., Cresta Investments, LLC, Cresta Greenwood, LLC and Robert B. Rowling (collectively, the "Reporting Persons") on November 26, 2019 (the "Prior Form 4"), Cresta Investments, LLC acquired 21,894 shares of 6.5% Series A Perpetual Cumulative Convertible Preferred Stock (the "Preferred Stock") of Northern Oil and Gas, Inc. (the "Issuer"). The shares of Preferred Stock were reported in Table I of the Prior Form 4 as non-derivative securities because such shares were not convertible into shares of the Issuer's common stock (the "Common Stock") at a fixed price due to a conversion limitation cap (the "Conversion Cap") in the Certificate of Designations for the Preferred Stock (the "Certificate of Designations").

F2 · security: (Continued from Footnote 1) On February 20, 2020, the Reporting Persons entered into an Exchange Agreement with the Issuer pursuant to which, notwithstanding anything to the contrary in the Certificate of Designations, including the Conversion Cap, the Reporting Persons may now exchange their shares of Preferred Stock for shares of Common Stock at a fixed price in the manner otherwise contemplated by the Certificate of Designations. Accordingly, the Reporting Persons are filing this Form 4 to report such shares of Preferred Stock in Table II as derivative securities.

F3 · derivative.exercise_price: Each share of Preferred Stock is convertible at any time at the election of the holder into shares of Common Stock, at an initial conversion rate of 43.63 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.

F1 · kind: As previously reported on a Form 4 filed with the SEC by TRT Holdings, Inc., Cresta Investments, LLC, Cresta Greenwood, LLC and Robert B. Rowling (collectively, the "Reporting Persons") on November 26, 2019 (the "Prior Form 4"), Cresta Investments, LLC acquired 21,894 shares of 6.5% Series A Perpetual Cumulative Convertible Preferred Stock (the "Preferred Stock") of Northern Oil and Gas, Inc. (the "Issuer"). The shares of Preferred Stock were reported in Table I of the Prior Form 4 as non-derivative securities because such shares were not convertible into shares of the Issuer's common stock (the "Common Stock") at a fixed price due to a conversion limitation cap (the "Conversion Cap") in the Certificate of Designations for the Preferred Stock (the "Certificate of Designations").

F2 · kind: (Continued from Footnote 1) On February 20, 2020, the Reporting Persons entered into an Exchange Agreement with the Issuer pursuant to which, notwithstanding anything to the contrary in the Certificate of Designations, including the Conversion Cap, the Reporting Persons may now exchange their shares of Preferred Stock for shares of Common Stock at a fixed price in the manner otherwise contemplated by the Certificate of Designations. Accordingly, the Reporting Persons are filing this Form 4 to report such shares of Preferred Stock in Table II as derivative securities.

F1 · price: As previously reported on a Form 4 filed with the SEC by TRT Holdings, Inc., Cresta Investments, LLC, Cresta Greenwood, LLC and Robert B. Rowling (collectively, the "Reporting Persons") on November 26, 2019 (the "Prior Form 4"), Cresta Investments, LLC acquired 21,894 shares of 6.5% Series A Perpetual Cumulative Convertible Preferred Stock (the "Preferred Stock") of Northern Oil and Gas, Inc. (the "Issuer"). The shares of Preferred Stock were reported in Table I of the Prior Form 4 as non-derivative securities because such shares were not convertible into shares of the Issuer's common stock (the "Common Stock") at a fixed price due to a conversion limitation cap (the "Conversion Cap") in the Certificate of Designations for the Preferred Stock (the "Certificate of Designations").

F2 · price: (Continued from Footnote 1) On February 20, 2020, the Reporting Persons entered into an Exchange Agreement with the Issuer pursuant to which, notwithstanding anything to the contrary in the Certificate of Designations, including the Conversion Cap, the Reporting Persons may now exchange their shares of Preferred Stock for shares of Common Stock at a fixed price in the manner otherwise contemplated by the Certificate of Designations. Accordingly, the Reporting Persons are filing this Form 4 to report such shares of Preferred Stock in Table II as derivative securities.

F4 · derivative.expiration_date: The Preferred Stock is perpetual and therefore has no expiration date.

F3 · derivative.underlying_shares: Each share of Preferred Stock is convertible at any time at the election of the holder into shares of Common Stock, at an initial conversion rate of 43.63 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 · balance_after: Robert B. Rowling indirectly beneficially owns all of the reported securities due to his ownership of 100% of the ownership interests in Cresta Investments, LLC.

SEC source: 0001104659-20-023973 · a4.xml · nonDerivative · entry 1

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

TTBR Investments LLC · CIK 0001802062 · 10% owner

TRBRJR Investments LLC · CIK 0001802054 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · security: As previously reported on a Form 4 filed with the SEC by TRT Holdings, Inc., Cresta Investments, LLC, Cresta Greenwood, LLC and Robert B. Rowling (collectively, the "Reporting Persons") on November 26, 2019 (the "Prior Form 4"), Cresta Investments, LLC acquired 21,894 shares of 6.5% Series A Perpetual Cumulative Convertible Preferred Stock (the "Preferred Stock") of Northern Oil and Gas, Inc. (the "Issuer"). The shares of Preferred Stock were reported in Table I of the Prior Form 4 as non-derivative securities because such shares were not convertible into shares of the Issuer's common stock (the "Common Stock") at a fixed price due to a conversion limitation cap (the "Conversion Cap") in the Certificate of Designations for the Preferred Stock (the "Certificate of Designations").

F2 · security: (Continued from Footnote 1) On February 20, 2020, the Reporting Persons entered into an Exchange Agreement with the Issuer pursuant to which, notwithstanding anything to the contrary in the Certificate of Designations, including the Conversion Cap, the Reporting Persons may now exchange their shares of Preferred Stock for shares of Common Stock at a fixed price in the manner otherwise contemplated by the Certificate of Designations. Accordingly, the Reporting Persons are filing this Form 4 to report such shares of Preferred Stock in Table II as derivative securities.

F1 · kind: As previously reported on a Form 4 filed with the SEC by TRT Holdings, Inc., Cresta Investments, LLC, Cresta Greenwood, LLC and Robert B. Rowling (collectively, the "Reporting Persons") on November 26, 2019 (the "Prior Form 4"), Cresta Investments, LLC acquired 21,894 shares of 6.5% Series A Perpetual Cumulative Convertible Preferred Stock (the "Preferred Stock") of Northern Oil and Gas, Inc. (the "Issuer"). The shares of Preferred Stock were reported in Table I of the Prior Form 4 as non-derivative securities because such shares were not convertible into shares of the Issuer's common stock (the "Common Stock") at a fixed price due to a conversion limitation cap (the "Conversion Cap") in the Certificate of Designations for the Preferred Stock (the "Certificate of Designations").

F2 · kind: (Continued from Footnote 1) On February 20, 2020, the Reporting Persons entered into an Exchange Agreement with the Issuer pursuant to which, notwithstanding anything to the contrary in the Certificate of Designations, including the Conversion Cap, the Reporting Persons may now exchange their shares of Preferred Stock for shares of Common Stock at a fixed price in the manner otherwise contemplated by the Certificate of Designations. Accordingly, the Reporting Persons are filing this Form 4 to report such shares of Preferred Stock in Table II as derivative securities.

F1 · price: As previously reported on a Form 4 filed with the SEC by TRT Holdings, Inc., Cresta Investments, LLC, Cresta Greenwood, LLC and Robert B. Rowling (collectively, the "Reporting Persons") on November 26, 2019 (the "Prior Form 4"), Cresta Investments, LLC acquired 21,894 shares of 6.5% Series A Perpetual Cumulative Convertible Preferred Stock (the "Preferred Stock") of Northern Oil and Gas, Inc. (the "Issuer"). The shares of Preferred Stock were reported in Table I of the Prior Form 4 as non-derivative securities because such shares were not convertible into shares of the Issuer's common stock (the "Common Stock") at a fixed price due to a conversion limitation cap (the "Conversion Cap") in the Certificate of Designations for the Preferred Stock (the "Certificate of Designations").

F2 · price: (Continued from Footnote 1) On February 20, 2020, the Reporting Persons entered into an Exchange Agreement with the Issuer pursuant to which, notwithstanding anything to the contrary in the Certificate of Designations, including the Conversion Cap, the Reporting Persons may now exchange their shares of Preferred Stock for shares of Common Stock at a fixed price in the manner otherwise contemplated by the Certificate of Designations. Accordingly, the Reporting Persons are filing this Form 4 to report such shares of Preferred Stock in Table II as derivative securities.

SEC source: 0001104659-20-010670 · a4.xml · nonDerivative · entry 1

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

TTBR Investments LLC · CIK 0001802062 · 10% owner

TRBRJR Investments LLC · CIK 0001802054 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 80,129,101

F1 · price: The price reported is the weighted average price. The shares were purchased in multiple transactions by TTBR Investments LLC and TRBRJR Investments LLC at prices ranging from $1.6950 to $1.7000 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.

F2 · balance_after: 63,768,290 of the reported securities are owned directly by TRT Holdings, Inc., 9,947,921of the reported securities are owned directly by Cresta Investments, LLC, 1,344,223 of the reported securities are owned directly by Cresta Greenwood, LLC, 1,711,000 of the reported securities are owned directly by TTBR Investments LLC and 1,711,000 of the reported securities are owned directly by TRBRJR Investments LLC. Robert B. Rowling controls 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, his indirect ownership of 100% of the ownership interests in Cresta Greenwood, LLC, and being trustee of the direct owner of 100% of the ownership interests in TTBR Investments LLC and TRBRJR Investments LLC.

SEC source: 0001104659-20-008885 · a4.xml · nonDerivative · entry 3

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 80,071,101

F3 · price: The price reported is the weighted average price. The shares were purchased in multiple transactions by TTBR Investments LLC and TRBRJR Investments LLC at prices ranging from $1.6550 to $1.7000 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.

F4 · balance_after: 63,768,290 of the reported securities are owned directly by TRT Holdings, Inc., 9,947,921of the reported securities are owned directly by Cresta Investments, LLC, 1,344,223 of the reported securities are owned directly by Cresta Greenwood, LLC, 1,682,000 of the reported securities are owned directly by TTBR Investments LLC and 1,682,000 of the reported securities are owned directly by TRBRJR Investments LLC. Robert B. Rowling controls 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, his indirect ownership of 100% of the ownership interests in Cresta Greenwood, LLC, and being trustee of the direct owner of 100% of the ownership interests in TTBR Investments LLC and TRBRJR Investments LLC.

SEC source: 0001104659-20-008885 · a4.xml · nonDerivative · entry 2

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 79,707,101

F2 · price: The price reported is the weighted average price. The shares were purchased in multiple transactions by TTBR Investments LLC and TRBRJR Investments LLC at prices ranging from $1.6850 to $1.7000 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.

SEC source: 0001104659-20-008885 · a4.xml · nonDerivative · entry 1

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 78,707,101

F1 · price: The price reported is the weighted average price. The shares were purchased in multiple transactions by TTBR Investments LLC and TRBRJR Investments LLC at prices ranging from $1.6200 to $1.7000 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.

SEC source: 0001104485-20-000006 · wf-form4_157800214339172.xml · nonDerivative · entry 1

KELLY MICHAEL D. · CIK 0001797538 · EVP of Finance

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 50,000

F1 · security: Restricted stock granted as long term incentive compensation pursuant to the Issuer's 2018 Equity Incentive Plan.

SEC source: 0001104485-19-000201 · wf-form4_157782960559894.xml · nonDerivative · entry 1

Allen Chad W · CIK 0001682657 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 219,952

F1 · security: Not a sale of shares. This represents a forfeiture of shares under performance-based restricted stock award, due to performance condition not being achieved.

SEC source: 0001104485-19-000200 · wf-form4_157782958329169.xml · nonDerivative · entry 1

Romslo Erik J. · CIK 0001565392 · EVP, General Counsel & Sec

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 612,923

F1 · security: Not a sale of shares. This represents a forfeiture of shares under performance-based restricted stock award, due to performance condition not being achieved.

SEC source: 0001104485-19-000199 · wf-form4_157782956253349.xml · nonDerivative · entry 2

Dirlam Adam A. · CIK 0001742527 · EVP of Land

10b5-1 filing: Not disclosed

Ownership: Indirect · By Spouse

Disclosed balance after: 93,510

F1 · security: Not a sale of shares. This represents a forfeiture of shares under performance-based restricted stock award, due to performance condition not being achieved.

SEC source: 0001104485-19-000199 · wf-form4_157782956253349.xml · nonDerivative · entry 1

Dirlam Adam A. · CIK 0001742527 · EVP of Land

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 331,875

F1 · security: Not a sale of shares. This represents a forfeiture of shares under performance-based restricted stock award, due to performance condition not being achieved.

SEC source: 0001104485-19-000198 · wf-form4_157782953852333.xml · nonDerivative · entry 1

O'GRADY NICHOLAS L. · CIK 0001741768 · President & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 867,450

F1 · security: Not a sale of shares. This represents a forfeiture of shares under performance-based restricted stock award, due to performance condition not being achieved.

SEC source: 0001104485-19-000196 · wf-form4_157782949107392.xml · nonDerivative · entry 1

KING JACK E · CIK 0001399391 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 270,107

F1 · security: Not a sale of shares. This represents a forfeiture of shares under performance-based restricted stock awards, due to performance conditions not being achieved.

SEC source: 0001104485-19-000197 · wf-form4_157782951393066.xml · nonDerivative · entry 1

Elliott Brandon R. · CIK 0001565397 · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 428,890

F1 · security: Not a sale of shares. This represents a forfeiture of shares under performance-based restricted stock award, due to performance condition not being achieved.

SEC source: 0001104485-19-000195 · wf-form4_157782946955786.xml · nonDerivative · entry 1

GRABB ROBERT · CIK 0001399474 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 320,213

F1 · security: Not a sale of shares. This represents a forfeiture of shares under performance-based restricted stock awards, due to performance conditions not being achieved.

SEC source: 0001104485-19-000191 · wf-form4_157782937835178.xml · nonDerivative · entry 1

Popejoy Michael T · CIK 0001696586 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 168,673

F1 · security: Not a sale of shares. This represents a forfeiture of shares under performance-based restricted stock awards, due to performance conditions not being achieved.

SEC source: 0001104485-19-000193 · wf-form4_157782942238979.xml · nonDerivative · entry 1

Frantz Michael A · CIK 0001682436 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 201,548

F1 · security: Not a sale of shares. This represents a forfeiture of shares under performance-based restricted stock awards, due to performance conditions not being achieved.

SEC source: 0001104485-19-000194 · wf-form4_157782944519538.xml · nonDerivative · entry 1

Akradi Bahram · CIK 0001295679 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,920,000

F1 · security: Not a sale of shares. This represents a forfeiture of shares under performance-based restricted stock awards, due to performance conditions not being achieved.

SEC source: 0001104485-19-000192 · wf-form4_157782940229123.xml · nonDerivative · entry 1

EASLEY ROY ERNEST · CIK 0001543076 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 170,900

F1 · security: Not a sale of shares. This represents a forfeiture of shares under performance-based restricted stock awards, due to performance conditions not being achieved.

SEC source: 0001104485-19-000190 · wf-form4_157782935363856.xml · nonDerivative · entry 1

Meier Lisa · CIK 0001287481 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 273,536

F1 · security: Not a sale of shares. This represents a forfeiture of shares under performance-based restricted stock awards, due to performance conditions not being achieved.

SEC source: 0001104659-19-075585 · a4.xml · nonDerivative · entry 1

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 76,707,101

F1 · kind: Robert B. Rowling donated 1,500,000 shares of Northern Oil and Gas, Inc's Common Stock, $0.001 par value per share to the Southwestern Medical Foundation as a bona fide gift.

F2 · balance_after: 63,768,290 of the reported securities are owned directly by TRT Holdings, Inc., 9,947,921of 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.

SEC source: 0001104485-19-000174 · wf-form4_157661730438422.xml · nonDerivative · entry 1

Dirlam Adam A. · CIK 0001742527 · EVP of Land

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 351,875

F1 · security: Surrender of shares to pay taxes payable upon vesting of restricted stock.

F2 · price: Reflects the last closing price of the company's common stock on or before the date the shares were surrendered.

SEC source: 0001104485-19-000171 · wf-form4_157592882483777.xml · nonDerivative · entry 1

Allen Chad W · CIK 0001682657 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 234,952

F1 · security: Surrender of shares to pay taxes payable upon vesting of restricted stock.

F2 · price: Reflects the last closing price of the company's common stock on or before the date the shares were surrendered.

SEC source: 0001104485-19-000170 · wf-form4_157592880255432.xml · nonDerivative · entry 2

Dirlam Adam A. · CIK 0001742527 · EVP of Land

10b5-1 filing: Not disclosed

Ownership: Indirect · By Spouse

Disclosed balance after: 101,010

F1 · security: Surrender of shares to pay taxes payable upon vesting of restricted stock.

F2 · price: Reflects the last closing price of the company's common stock on or before the date the shares were surrendered.

SEC source: 0001104485-19-000170 · wf-form4_157592880255432.xml · nonDerivative · entry 1

Dirlam Adam A. · CIK 0001742527 · EVP of Land

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 357,217

F1 · security: Surrender of shares to pay taxes payable upon vesting of restricted stock.

F2 · price: Reflects the last closing price of the company's common stock on or before the date the shares were surrendered.

SEC source: 0001104485-19-000166 · wf-form4_157445840708029.xml · nonDerivative · entry 1

Akradi Bahram · CIK 0001295679 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,999,200

F1 · security: Stock granted pursuant to the Issuer's 2018 Equity Incentive Plan.

SEC source: 0001104485-19-000167 · wf-form4_157445842717635.xml · nonDerivative · entry 1

O'GRADY NICHOLAS L. · CIK 0001741768 · President & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 929,950

F1 · security: Stock granted pursuant to the Issuer's 2018 Equity Incentive Plan.

SEC source: 0001104659-19-067748 · a4.xml · nonDerivative · entry 2

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,894

F1 · security: Each share of 6.5% Series A Perpetual Cumulative Convertible Preferred Stock (the "Preferred Stock") of Northern Oil and Gas, Inc. (the "Issuer") is generally convertible at any time at the election of the holder into shares of common stock, $0.001 par value per share, of the Issuer (the "Common Stock"), however the Preferred Stock acquired by the Reporting Persons is not convertible in accordance with the restrictions in Section 9(a) of the Certificate of Designations for the Preferred Stock because the Reporting Persons beneficially own Common Stock in excess of 9.99% of the aggregate number of shares of Common Stock outstanding.

SEC source: 0001104659-19-067748 · a4.xml · nonDerivative · entry 1

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,947

F1 · security: Each share of 6.5% Series A Perpetual Cumulative Convertible Preferred Stock (the "Preferred Stock") of Northern Oil and Gas, Inc. (the "Issuer") is generally convertible at any time at the election of the holder into shares of common stock, $0.001 par value per share, of the Issuer (the "Common Stock"), however the Preferred Stock acquired by the Reporting Persons is not convertible in accordance with the restrictions in Section 9(a) of the Certificate of Designations for the Preferred Stock because the Reporting Persons beneficially own Common Stock in excess of 9.99% of the aggregate number of shares of Common Stock outstanding.

F2 · price: The shares of Preferred Stock were acquired by Cresta Investments, LLC in exchange for $1,032,735.85 in principal amount of the Issuer's 8.50% Senior Secured Second Lien Notes due 2023 in connection with the Issuer's exchange offer. Robert B. Rowling indirectly beneficially owns all of the reported securities due to his ownership of 100% of the ownership interests in Cresta Investments, LLC.

SEC source: 0001104659-19-046414 · a4.xml · nonDerivative · entry 3

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 78,207,101

F3 · balance_after: 63,768,290 of the reported securities are owned directly by TRT Holdings, Inc., 9,947,921of 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.

SEC source: 0001104659-19-046414 · a4.xml · nonDerivative · entry 2

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 78,182,001

F2 · price: The price reported is the weighted average price. The shares were purchased in multiple transactions by TRT Holdings, Inc. at prices ranging from $1.5850 to $1.600 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.

SEC source: 0001104659-19-046414 · a4.xml · nonDerivative · entry 1

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 77,688,201

F1 · price: The price reported is the weighted average price. The shares were purchased in multiple transactions by TRT Holdings, Inc. at prices ranging from $1.5950 to $1.6000 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.

SEC source: 0001104485-19-000146 · wf-form4_156561232537392.xml · nonDerivative · entry 1

Akradi Bahram · CIK 0001295679 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,199,200

F1 · price: Reflects the weighted average price of 213,201 shares purchased in multiple transactions on August 8, 2019 at prices ranging from $1.68 to $1.76.

SEC source: 0001104659-19-044967 · a4.xml · nonDerivative · entry 2

Rowling Robert B. · CIK 0001436419 · 10% owner

TRT Holdings Inc · CIK 0001376323 · 10% owner

Cresta Investments, LLC · CIK 0001660745 · 10% owner

Cresta Greenwood, LLC · CIK 0001660744 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 77,222,001

F2 · price: The price reported is the weighted average price. The shares were purchased in multiple transactions by TRT Holdings, Inc. at prices ranging from $1.5450 to $1.6000 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.

F3 · balance_after: 62,783,190 of the reported securities are owned directly by TRT Holdings, Inc., 9,947,921of 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.

SEC source: 0001104485-19-000141 · wf-form4_156526755564483.xml · nonDerivative · entry 2

Akradi Bahram · CIK 0001295679 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,985,999

F2 · price: Reflects the weighted average price of 707,783 shares purchased in multiple transactions on August 7, 2019 at prices ranging from $1.555 to $1.74.

SEC source: 0001104485-19-000144 · wf-form4_156535372349823.xml · nonDerivative · entry 1

Dirlam Adam A. · CIK 0001742527 · EVP of Land

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 366,910

F1 · price: Reflects the weighted average price of 16,000 shares purchased in multiple transactions on August 7, 2019 at prices ranging from $1.555 to $1.56.