Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 14)*

 

 

Northern Oil and Gas, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

665531109

(CUSIP NUMBER)

Christopher D. Moore

Angelo, Gordon & Co, L.P.

245 Park Avenue, 26th Floor

New York, NY 10167

Tel. No.: (212) 692-2009

COPIES TO:

Jason Daniel

Akin Gump Strauss Hauer & Feld LLP

2300 N. Field Street

Suite 1800

Dallas, TX 75201

(214) 969-4209

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 3, 2022

(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/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box  ☐

The information required in 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, as amended (the Act), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

*	The remainder of this cover page shall be filled out for a reporting persons 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.

 

 

 

CUSIP No. 665531109		13D

 

 

1		NAME OF REPORTING PERSONS     Angelo, Gordon & Co., L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS*     AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     4,875,348 (1)
				8		SHARED VOTING POWER     0
				9		SOLE DISPOSITIVE POWER     4,875,348 (1)
				10		SHARED DISPOSITIVE POWER     0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     4,875,348 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     6.17%*
14		TYPE OF REPORTING PERSON*     IA, PN

 

(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 77,341,129 shares of Common Stock of the Issuer outstanding as of February 21, 2022, as reported in the Issuers Form 10-K filed with the SEC on February 25, 2022.

CUSIP No. 665531109		13D

 

1		NAME OF REPORTING PERSONS     AG GP LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS*     AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     4,875,348 (1)
				8		SHARED VOTING POWER     0
				9		SOLE DISPOSITIVE POWER     4,875,348 (1)
				10		SHARED DISPOSITIVE POWER     0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     4,875,348 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     6.17%*
14		TYPE OF REPORTING PERSON*     OO, HC

 

(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.

*	Based on 77,341,129 shares of Common Stock of the Issuer outstanding as of February 21, 2022, as reported in the Issuers Form 10-K filed with the SEC on February 25, 2022.

CUSIP No. 665531109		13D

 

1		NAME OF REPORTING PERSONS     Josh Baumgarten
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS*     AF
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     0
				8		SHARED VOTING POWER     4,875,348 (1)
				9		SOLE DISPOSITIVE POWER     0
				10		SHARED DISPOSITIVE POWER     4,875,348 (1)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     4,875,348 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     6.17%*
14		TYPE OF REPORTING PERSON*     IN, HC

 

(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.

*	Based on 77,341,129 shares of Common Stock of the Issuer outstanding as of February 21, 2022, as reported in the Issuers Form 10-K filed with the SEC on February 25, 2022.

CUSIP No. 665531109		13D

 

1		NAME OF REPORTING PERSONS     Adam Schwartz
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS*     AF
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     0
				8		SHARED VOTING POWER     4,875,348 (1)
				9		SOLE DISPOSITIVE POWER     0
				10		SHARED DISPOSITIVE POWER     4,875,348 (1)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     4,875,348 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     6.17%*
14		TYPE OF REPORTING PERSON*     IN, HC

 

(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.

*	Based on 77,341,129 shares of Common Stock of the Issuer outstanding as of February 21, 2022, as reported in the Issuers Form 10-K filed with the SEC on February 25, 2022.

AMENDMENT NO. 14 TO SCHEDULE 13D

This Amendment No. 14 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, Amendment No. 11 to Schedule 13D (the Amendment No. 11) filed on January 12, 2021, Amendment No. 12 to Schedule 13D (the Amendment No. 12) filed on September 8, 2021 and Amendment No. 13 to Schedule 13D (the Amendment No. 13) filed on October 5, 2021 (the Schedule 13D).

This Amendment No. 14 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.

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 77,341,129 shares of Common Stock of the Issuer outstanding as of February 21, 2022, as reported in the Issuers Form 10-K filed with the SEC on February 25, 2022.

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 would be 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 since October 5, 2021 are set forth in Schedule A, which is incorporated herein by reference.

(d) Not Applicable.

(e) Not Applicable.

 

Item 6.

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

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

As of 9 am on March 8, 2022, the Accounts currently have an aggregate short call option position relating to 865,000 shares of Common Stock that expire on June 17, 2022 (5,250 options of which have a $26 exercise price, 2,000 options of which have a $30 exercise price and 1,400 options of which have a $32 strike price), and an aggregate short call option position relating to 1,365,000 shares of Common Stock that expire on March 18, 2022 (7,450 options of which have a $20 exercise price, 2,400 options of which have a $22 exercise price and 3,800 options of which have a $23 strike price), and an aggregate long put option position relating to 240,000 shares of Common Stock that expire on March 18, 2022 which have a $15 exercise price. The Accounts may from time to time purchase and sell exchange-traded options contracts relating to shares of Common Stock.

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit 99.2.		Power of Attorney granted by Josh Baumgarten in favor of Christopher D. Moore and Frank E. Stadelmaier, dated January 28, 2021.
Exhibit 99.3.		Power of Attorney granted by Adam Schwartz in favor of Christopher D. Moore and Frank E. Stadelmaier, dated January 28, 2021.

 

Signature

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: March 8, 2022

 

Schedule A

 

Trans Type		Trade Date		Investment		Quantity		Unit Price
Sell		02/18/2022		Preferred Stock		10,000		$132.06