13D Filing: Akradi Bahram and Northern Oil & Gas, Inc. (NOG)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549
_______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO §240.13D-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO §240.13d-2(a)

Under the Securities Exchange Act of 1934

 

(Amendment
No. 6) 

NORTHERN
OIL AND GAS, INC.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

665531 109

(CUSIP Number)

Bahram Akradi

4600 Kings Point Road

Minnestrista, MN 55331

(952) 229-7477

With a copy to:

Jay L. Swanson

Jonathan B. Abram
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, MN 55402
(612) 340-2600

(Name, Address and Telephone Number
of Person Authorized to

Receive Notices and Communications)

May 25, 2017

(Date of Event Which Requires Filing
of this Statement)

_______________

If the filing person has previously
filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to
be sent.

* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

CUSIP No. 665531 109

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(1)	NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Bahram Akradi
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ☐ (b) ☐
(3)	SEC USE ONLY
(4)	SOURCE OF FUNDS (SEE INSTRUCTIONS)   PF
(5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)   ☐
(6)	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(7)	SOLE VOTING POWER   6,000,000
		(8)	SHARED VOTING POWER   None
		(9)	SOLE DISPOSITIVE POWER   6,000,000
		(10)	SHARED DISPOSITIVE POWER   None
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,000,000
(12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.47%(1)
(14)	TYPE OF REPORTING PERSON (See Instructions)   IN

____________________

(1)

Calculated 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.

CUSIP No. 665531 109

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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.

CUSIP No. 665531 109

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Item 5.

Interest in Securities of the Issuer

(a), (b)

Based on the Issuer’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2017 filed on May 8, 2017, there were 63,327,589 shares of the Common Stock issued and outstanding as of May 1, 2017.

Based
on the foregoing, the 6,000,000 shares of Common Stock beneficially owned by the Reporting Person represent approximately
9.47% of the shares of the Common Stock issued and outstanding.

The Reporting Person has sole voting power and sole dispositive
power with respect to the Subject Shares.

(c)

Exhibit A, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in shares of the Common Stock that were effected in the past 60 days by the Reporting Person.

(d)

No other person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

None.

Item 7.

Material to Be filed as Exhibits

 

	Exhibit A Trading Data.*
	Exhibit B Letter, dated May 25, 2017.*
	Exhibit C Letter to Board of Directors, dated May 25, 2017.

*

Previously filed

CUSIP No. 665531 109

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Signature

After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 26, 2017

	Bahram Akradi

EXHIBIT C

Board of Directors

c/o Richard Weber, Chairman

Northern Oil and Gas, Inc.

315 Manitoba Avenue

Suite 200

Wayzata, MN 55391

Re: Request to be placed on the Board of Directors

Dear Board of Directors:

I have expressed my belief that I am exceedingly optimistic
about the future of Northern Oil and Gas, Inc. I also have expressed my willingness to be a positive force for change at Northern.
In order to put actions behind my words, I am asking that the Board create a new board seat and appoint me as a director to fill
the vacancy. As Northern’s second largest shareholder, the author of a constructive action plan for the Company, and an experienced
chief executive officer, I believe I am uniquely qualified to help build shareholder value for all Northern shareholders.

I look forward to your prompt attention to this matter.

Sincerely,

 

Bahram Akradi