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 3,137,591 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 which may be received upon conversion of the 6.500% Series A Perpetual Cumulative Convertible Preferred Stock (“Preferred Stock”) of the Issuer.

  *  Based on 66,172,097 shares of Common Stock of the Issuer outstanding as of August 4, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on August 5, 2021.

 

(1)  Consisting of 3,137,591 shares of Common Stock and the number of shares of Common Stock which may be received upon conversion of the Preferred Stock.

(1)  Consisting of 3,137,591 shares of Common Stock and the number of shares of Common Stock which may be received upon conversion of the Preferred Stock.

 

 

(1)  Consisting of 3,137,591 shares of Common Stock and the number of shares of Common Stock which may be received upon conversion of the Preferred Stock.

 

 

This Amendment No. 12 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 GP LLC (formerly known as AG Partners, LLC), a Delaware limited liability company (“AG GP”), (iii) JAMG LLC, a Delaware limited liability company (“JAMG”) and (iv) Michael L. Gordon with the Securities and Exchange Commission (the “SEC”) on August 30, 2019, as amended by the Amendment No. 1 to Schedule 13D (the “Amendment No. 1”), filed on October 21, 2019, Amendment No. 2 to Schedule 13D (the “Amendment No. 2”), filed on November 5, 2019, Amendment No. 3 to Schedule 13D (the “Amendment No. 3”), filed on November 11, 2019, Amendment No. 4 to Schedule 13D (the “Amendment No. 4”), filed on November 20, 2019, Amendment No. 5 to Schedule 13D (the “Amendment No. 5”), filed on January 22, 2020, Amendment No. 6 to Schedule 13D (the “Amendment No. 6”), filed on February 13, 2020, Amendment No. 7 to Schedule 13D  (the “Amendment No. 7”), filed on February 25, 2020, Amendment No. 8 to Schedule 13D (the “Amendment No. 8”), filed on March 10, 2020, Amendment No. 9 to Schedule 13D (the “Amendment No. 9”), filed on May 26, 2020, Amendment No. 10 to Schedule 13D (the “Amendment No. 10”), filed on October 28, 2020 and Amendment No. 11 to Schedule 13D (the “Amendment No. 11) filed on January 12, 2021 (the “Schedule 13D”).

This Amendment No. 12 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 2.

Identity and Background

(f) Angelo Gordon is a Delaware limited partnership. AG GP is a Delaware limited liability company. Mr. Baumgarten is a United States citizen. Mr. Schwartz is a United States citizen.

Item 3.

Source or Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by adding the following:

Since the closing of the Exchange Offer, Subscription Offer and Purchase Agreement and the Securities Purchase Agreement, the Accounts have paid an additional $34,220,864 for the Preferred Stock, reported as held in Item 5.

The Accounts paid an aggregate of $49,745,638 for shares of Common Stock, excluding shares issuable upon the conversion to Preferred Stock, reported in Item 5.

Item 5.

Interest in Securities of the Issuer

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 66,172,097 shares of Common Stock outstanding as of August 4, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on August 5, 2021.

Angelo Gordon, in its capacity as investment manager to the Accounts, has sole power to vote 4,875,348 shares of Common Stock and the power to dispose of 4,875,348 shares of Common Stock held in the Accounts, consisting of 3,137,591 shares of Common Stock held in the Accounts, with the remaining shares of Common Stock consisting of shares issuable upon the conversion of the Preferred Stock, as limited by the Conversion Cap if the percent beneficially owned would be in excess of 9.99%. As the general partner of Angelo Gordon, AG GP may be deemed to have the sole power to vote 4,875,348 shares of Common Stock and the power to dispose of 4,875,348 shares of Common Stock held in the Accounts. As a co-managing member of AG GP and the co-chief executive officer of Angelo Gordon, Mr. Baumgarten may be deemed to have shared power to vote 4,875,348 shares of Common Stock and the shared power to dispose of 4,875,348 shares of Common Stock held in the Accounts. As a  co-managing member of AG GP and the co-chief executive officer of Angelo Gordon, Mr. Schwartz may be deemed to have shared power to vote 4,875,348 shares of Common Stock and the shared power to dispose of 4,875,348 shares of Common Stock held in the Accounts.

(c) The transactions by the Accounts in the securities of the Issuer during the past sixty days are set forth in Schedule A, which is incorporated herein by reference..

(d) Not Applicable.

(e) Not Applicable.

Item 6 of the Schedule 13D is hereby amended by adding the following:

As of 4 pm on September 7, 2021, the Accounts have sold exchange-traded call options at an exercise price of $20 relating to 920,000 shares of Common Stock.  Options relating to 470,000 shares expire on March 18, 2022, and the remaining options expire December 17, 2021.

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: September 8, 2021

	ANGELO, GORDON & CO., L.P.
	By:       AG GP, LLC
	Its General Partner
	By:       /s/ Josh Baumgarten
	Its Managing Member
	By:       /s/ Kirk Wickman
	Kirk Wickman
	Attorney-in-Fact

	AG GP, LLC
	By:       /s/ Josh Baumgarten
	Its Co-Managing Member
	By:       /s/ Kirk Wickman
	Kirk Wickman
	Attorney-in-Fact

	JOSH BAUMGARTEN
	By:       /s/ Kirk Wickman
	Kirk Wickman
	Attorney-in-Fact

Trans Type	Trade Date	Investment	Quantity	Unit Price
Buy	08/09/2021	Preferred Stock	4,329	96.13
Buy	08/16/2021	Preferred Stock	7,671	94.15
Buy	08/18/2021	Preferred Stock	10,000	93.00