Filing Details

*	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.

 

 

 

(1)

Consisting of 29,376,225 shares of common stock, par value $0.001 per share (“Common Stock”), of Northern Oil and Gas, Inc. (the “Issuer”) and the number of shares of Common Stock into which shares of 6.500% Series A Perpetual Cumulative Convertible Preferred Stock (“Preferred Stock”) of the Issuer is convertible, subject to the limitations of the Conversion Cap.

 

(1)	Consisting of 29,376,225 shares of Common Stock and the number of shares of Common Stock into which shares Preferred Stock is convertible, subject to the limitations of the Conversion Cap.

 

(1)	Consisting of 29,376,225 shares of Common Stock and the number of shares of Common Stock into which shares Preferred Stock is convertible, subject to the limitations of the Conversion Cap.

 

 

 

(1)	Consisting of 29,376,225 shares of Common Stock and the number of shares of Common Stock into which shares Preferred Stock is convertible, subject to the limitations of the Conversion Cap.

This Amendment No. 6 to Schedule 13D amends and supplements the Schedule 13D filed by (i) Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Angelo Gordon”), (ii) AG Partners, L.P., a Delaware limited partnership (“AG Partners”), (iii) JAMG LLC, a Delaware limited liability company (“JAMG”) and (iv) Michael L. Gordon (collectively with Angelo Gordon, AG Partners and JAMG, the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) on August 30, 2019, as amended by the Amendment No. 1 to Schedule 13D filed on October 21, 2019, Amendment No. 2 to Schedule 13D filed on November 5, 2019, Amendment No. 3 to Schedule 13D filed on November 11, 2019, Amendment No. 4 to Schedule 13D filed on November 20, 2019 and Amendment No. 5 to Schedule 13D filed on January 22, 2020 (the “Schedule 13D”).

This Amendment No. 6 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

Item 5 of the Schedule 13D is hereby amended and restated to read as follows.

(a) - (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.  Such information is based on 405,787,759 shares of Common Stock outstanding as of November 8, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019 and the shares of Common Stock issuable upon the conversion of the Preferred Stock, as limited by the Conversion Cap.

Angelo Gordon, in its capacity as investment manager to the Accounts, has sole power to vote 41,777,038 shares of Common Stock and the power to dispose of 41,777,038 shares of Common Stock, consisting of 29,376,225 shares of Common Stock held in the Accounts and 12,400,813 shares of Common Stock issuable upon the conversion of the Preferred Stock, as limited by the Conversion Cap. As the sole general partner of Angelo Gordon, AG Partners may be deemed to have the sole power to vote 41,777,038 shares of Common Stock and the power to dispose of 41,777,038 shares of Common Stock, as per above. As the general partner of AG Partners, JAMG may be deemed to have the sole power to vote 41,777,038 shares of Common Stock and the power to dispose of 41,777,038 shares of Common Stock, as per the above.  As the managing member of JAMG and the chief executive officer of Angelo Gordon, Michael L. Gordon may be deemed to have sole power to vote 41,777,038 shares of Common Stock and the power to dispose of 41,777,038 shares of Common Stock, as per the above.

(c) Item 4 of this Schedule 13D is incorporated herein by reference. Transactions in the shares of Common Stock by the Reporting Persons since January 22, 2020 are listed in Annex A attached hereto, which is incorporated herein by reference.

(d) Not Applicable.

(e) Not Applicable.

Item 6.

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

Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:

The disclosure in Item 4 is incorporated by reference herein. The Securities Purchase Agreement is incorporated by reference herein.

 

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

Dated: February 13, 2020

The following table sets forth all transactions by the Reporting Persons (on behalf of the Accounts) with respect to shares of Common Stock effected since January 22, 2020, inclusive of any transactions effected through 4:00 p.m., New York City time, on February 13, 2020. Except as otherwise noted below, all such transactions were purchases of Common Stock effected in the open market, and the table excludes commissions paid in per share prices.

 

(1) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.62 to $1.65, inclusive. The reporting persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (2).

(2) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.55 to $1.59, inclusive.

The following table sets forth all transactions by the Reporting Persons (on behalf of the Accounts) with respect to shares of Preferred Stock effected since January 22, 2020, inclusive of any transactions effected through 4:00 p.m., New York City time, on February 13, 2020. Except as otherwise noted below, all such transactions were purchases of Preferred Stock effected in the open market, and the table excludes commissions paid in per share prices.