Page 3 of 6 – SEC Filing
| CUSIP No. 665531 109 | Page 3 of 5 |
| Item 1. | Security and Issuer |
This Amendment
No. 6 amends and supplements the statement on Schedule 13D and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment
No. 4 and Amendment No. 5 to such statement filed by the Reporting Person (as defined below) with the Securities and
Exchange Commission on October 11, 2016, March 10, 2017, April 20, 2017, May 8, 2017, May 25, 2017 and May
26, respectively, relating to the common stock, par value $0.001 per share (the “Common Stock”), of Northern Oil
and Gas, Inc., a Minnesota corporation (the “Issuer”). The principal executive offices of the Issuer are located
at 315 Manitoba Avenue, Suite 200, Wayzata, MN 55391.
The Reporting
Person beneficially owns 6,000,000 shares of the Common Stock (the “Subject Shares”)(2). The Subject
Shares represent approximately 9.47% of the issued and outstanding shares of Common Stock based on 63,327,589 shares
of Common Stock issued and outstanding as of May 1, 2017, as reported in the Issuer’s quarterly report on Form
10-Q filed on May 8, 2017 for the quarterly period ended March 31, 2017.
| Item 2. | Identity and Background |
| (a) | This Amendment No. 6 to the Schedule 13D is filed by Bahram Akradi (the “Reporting Person”). |
| (b) | The Reporting Person’s home address is 4600 Kings Point Road, Minnetrista, MN 55331. |
| (c) | The Reporting Person is Chairman of the Board, President and Chief Executive Officer of Life Time Fitness, Inc. (“Life Time”). Life Time is a privately held, comprehensive health and lifestyle company that offers a personalized and scientific approach to long-term health and wellness through its portfolio of distinctive resort-like destinations, athletic events and health services. Life Time, known as the “Healthy Way of Life Company,” helps members achieve their goals with the support of a team of dedicated professionals and an array of proprietary health assessments. The address of Life Time’s corporate offices is 2902 Corporate Place, Chanhassen, MN 55317. |
| (d),(e) | During the last five years, the Reporting Person (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been 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. |
| (f) | The Reporting Person is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The
Reporting Person funded the transactions pursuant to which he obtained beneficial ownership of the Subject Shares with the Reporting
Person’s own personal funds.
The Reporting Person has purchased the
Subject Shares for aggregate consideration (including brokerage commissions) of $20,338,919. The Reporting Person also has
sold shares of Common Stock for aggregate consideration (including brokerage commissions) of $2,209,269.
| Item 4. | Purpose of Transaction |
Item 4 of the statement on Schedule
13D and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 thereto is hereby amended
and supplemented by adding the following information at the end of Item 4.
On May 25, 2017, the Reporting
Person sent a letter to the Board of Directors of the Issuer. The letter was attached as Exhibit C to Amendment No. 5 and
was incorporated by reference in this Item 4 in its entirety. This Amendment No. 6 is being filed to highlight the contents
of the letter which requests that the board of directors of the Issuer create a new board seat and appoint the Reporting
Person as a director to fill the vacancy.
____________________
| (2) | Of the Subject Shares, 30,000 shares are owned indirectly by the Reporting Person through the 401(k) plan of Life Time Fitness, Inc. |
