Sec Form 13D Filing - TRT Holdings Inc filing for NORTHERN OIL AND GAS, INC (NOG) - 2020-03-16

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 18)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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).

(1)         Based on 406,021,004 shares of Common Stock issued and outstanding as of March 10, 2020, as set forth in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2020. Does not include any shares of Common Stock issuable upon conversion of the Issuer’s 6.500% Series A Perpetual Cumulative Convertible Preferred Stock (“Series A Preferred Stock”).

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(1)         Includes 955,235 shares of Common Stock issuable upon conversion of 21,894 shares of Series A Preferred Stock held by Cresta Investments, LLC, which is based on an initial conversion rate of 43.63 shares of Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Certificate of Designations of the Series A Preferred Stock filed with the Secretary of State of the State of Delaware on November 22, 2019, as amended (the “Certificate of Designations”).

(2)         Based on 406,021,004 shares of Common Stock issued and outstanding as of March 10, 2020, as set forth in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 12, 2020. Does not include any shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

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(1)         Based on 406,021,004 shares of Common Stock issued and outstanding as of March 10, 2020, as set forth in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 12, 2020. Does not include any shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

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(1)         Based on 406,021,004 shares of Common Stock issued and outstanding as of March 10, 2020, as set forth in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 12, 2020. Does not include any shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

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(1)         Based on 406,021,004 shares of Common Stock issued and outstanding as of March 10, 2020, as set forth in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 12, 2020. Does not include any shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

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(1)         Includes 955,235 shares of Common Stock issuable upon conversion of 21,894 shares of Series A Preferred Stock held by Cresta Investments, LLC, which is based on an initial conversion rate of 43.63 shares of Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Certificate of Designations.

(2)         Based on 406,021,004 shares of Common Stock issued and outstanding as of March 10, 2020, as set forth in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 12, 2020. Does not include any shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

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The Schedule 13D filed on December 8, 2014 by TRT Holdings, Inc. (“TRT Holdings”), Cresta Investments, LLC (“Cresta Investments”), Cresta Greenwood, LLC (“Cresta Greenwood”) and Robert B. Rowling (“Mr. Rowling”) relating to the common stock, par value $0.001 per share (the “Common Stock”), of Northern Oil and Gas, Inc., a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 filed on January 5, 2015, Amendment No. 2 filed on December 11, 2015, Amendment No. 3 filed on January 15, 2016, Amendment No. 4 filed on January 22, 2016, Amendment No. 5 filed on February 5, 2016, Amendment No. 6 filed on February 16, 2016, Amendment No. 7 filed on February 24, 2016, Amendment No. 8 filed on August 11, 2016, Amendment No. 9 filed on January 27, 2017, Amendment No. 10 filed on October 20, 2017, Amendment No. 11 filed on November 14, 2017, Amendment No. 12 filed on February 5, 2018, Amendment No. 13 filed on April 6, 2018, Amendment No. 14 filed on May 18, 2018, Amendment No. 15 filed on November 16, 2018, Amendment No. 16 filed on February 21, 2020, and Amendment No. 17 filed on March 2, 2020 (the “Schedule 13D”) is hereby amended and supplemented as set forth below by this Amendment No. 18 to the Schedule 13D filed by TRT Holdings, Cresta Investments, Cresta Greenwood, Mr. Rowling, TTBR Investments LLC (“TTBR”) and TRBRJR Investments LLC (“TRBRJR and, collectively with TRT Holdings, Cresta Investments, Cresta Greenwood, Mr. Rowling and TTBR, the “Reporting Persons”).

For information required by Instruction C to Schedule 13D with respect to the executive officers and directors of TRT Holdings, reference is made to Attachment 1, which is incorporated herein by reference. For information required by Instruction C to Schedule 13D with respect to the executive officers and manager of Cresta Greenwood, reference is made to Attachment 3, which is incorporated herein by reference. The information required by Instruction C to Schedule 13D with respect to the executive officer and manager of Cresta Investments, the sole member and executive officers of TTBR, and the sole member and executive officers of TRBRJR remains unchanged from the information previously included as Attachments 2, 4, and 5, respectively, to Amendment No. 16 to the Schedule 13D, which was filed on February 21, 2020.

Item 3.                                 Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented with the following:

From March 2, 2020 through the close of business on March 13, 2020, Cresta Investments acquired 4,499,006 shares of Common Stock for an aggregate purchase price of approximately $4,930,639.92, which includes commissions, utilizing the working capital of Cresta Investments.  All of such shares of Common Stock acquired by Cresta Investments have been acquired on the New York Stock Exchange.

Item 5.                                 Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented with the following:

(a)                                 At the close of business on March 13, 2020, the Reporting Persons beneficially owned, in the aggregate, 92,008,342 shares of Common Stock, which constitute approximately 22.7% of the outstanding Common Stock, of which: (i) TRT Holdings beneficially owned 68,768,290 shares of Common Stock held directly by TRT Holdings, which constitute approximately 16.9% of the Common Stock outstanding; (ii) Cresta Investments beneficially owned 16,827,162 shares of Common Stock, consisting of (A) 15,871,927 shares of Common Stock held directly by Cresta Investments and (B) 955,235 shares of Common Stock issuable upon conversion of 21,894 shares of Series A Preferred Stock held by Cresta Investments, which constitute approximately 4.1% of the Common Stock outstanding; (iii) Cresta Greenwood beneficially owned 1,344,223 shares of Common Stock held directly by Cresta Greenwood, which constitute approximately 0.3% of the Common Stock outstanding; (iv) TTBR beneficially owned 1,711,000 shares of Common Stock held directly by TTBR, which constitute approximately 0.4% of the Common Stock outstanding; (v) TRBRJR beneficially owned 1,711,000 shares of Common Stock held directly by TRBRJR, which constitute approximately 0.4% of the Common Stock outstanding; and (vi) Mr. Rowling beneficially owned all 92,008,342 shares of Common Stock, consisting of the shares of Common Stock held directly by TRT Holdings, Cresta Investments, Cresta Greenwood, TTBR and TRBRJR (as set forth above), the shares of Common Stock issuable upon conversion of the shares of Series A Preferred Stock held by Cresta Investments (as

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set forth above) and 1,646,667 shares of Common Stock held by himself, individually, which, in the aggregate, constitute approximately 22.7% of the outstanding Common Stock  (in each case, based on 406,021,004 shares of Common Stock issued and outstanding as of March 10, 2020, as set forth in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 12, 2020, and not including any shares of Common Stock issuable upon conversion of the Series A Preferred Stock). Mr. Rowling beneficially owns the shares of Common Stock held directly by TRT Holdings due to his ownership of all of the shares of Class B Common Stock of TRT Holdings. Mr. Rowling beneficially owns the shares of Common Stock held directly by Cresta Investments and Cresta Greenwood, as well as the shares of Common Stock issuable upon conversion of the shares of Series A Preferred Stock held by Cresta Investments, due to his direct and indirect ownership of 100.00% of the ownership interests in such entities.  Mr. Rowling beneficially owns the shares of Common Stock held directly by TTBR and TRBRJR due to him being the trustee of the direct owner of 100% of the ownership interests in TTBR and TRBRJR.

(b)                                 Each of the Reporting Persons, either directly or indirectly, has the power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common Stock reported as beneficially owned by them in Item 5(a).

(c)                                  The table below specifies the date, amount and weighted average per share price of shares of Common Stock purchased by the Reporting Persons since the most recent filing of Amendment No. 17 to the Schedule 13D filed on March 2, 2020. All transactions reflected in the table below were effected in the open market on the New York Stock Exchange.

(1) The price reported is the weighted average price.  The shares were purchased in multiple transactions by Cresta Investments at prices ranging from $1.3750 to $1.4000 per share, inclusive.  The reporting persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. Per share prices exclude commissions.

(2) The price reported is the weighted average price.  The shares were purchased in multiple transactions by Cresta Investments at prices ranging from $1.200 to $1.2500 per share, inclusive.  The reporting persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. Per share prices exclude commissions.

(3) The price reported is the weighted average price.  The shares were purchased in multiple transactions by Cresta Investments at prices ranging from $0.7701 to $0.8500 per share, inclusive.  The reporting persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. Per share prices exclude commissions.

(4) The price reported is the weighted average price.  The shares were purchased in multiple transactions by Cresta Investments at prices ranging from $0.7900 to $0.8000 per share, inclusive.  The reporting persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. Per share prices exclude commissions.

(5) The price reported is the weighted average price.  The shares were purchased in multiple transactions by Cresta Investments at prices ranging from $0.7693 to $0.8000 per share, inclusive.  The reporting persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. Per share prices exclude commissions.

(d)                                 No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock reported in Item 5(a).

(e)                                  Not applicable.

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SIGNATURE

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

Dated as of March 16, 2020

ATTENTION—Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

ATTACHMENT 1

All of the directors and executive officers (collectively referred to in this Attachment 1 as the “TRT Covered Persons”) of TRT Holdings, Inc. (“TRT Holdings”) are citizens of the United States. The names, business address, and principal occupation of the TRT Covered Persons, and the name, principal business and address of any corporation or other organization in which such employment is conducted, are set forth below. Except for Robert B. Rowling (as set forth in the attached Amendment No. 18 to the Schedule 13D), James D. Caldwell (as set forth in Amendment No. 16 to the Schedule 13D) and Michael G. Smith, none of the other TRT Covered Persons beneficially own any shares of common stock of Northern Oil and Gas, Inc. Mr. Smith purchased 3,500 shares of Common Stock of Northern Oil and Gas, Inc., representing less than 1.0% of the class outstanding, on the New York Stock Exchange at an average price per share of $0.80, including commissions, utilizing his personal funds. Except for the transactions disclosed in the prior sentence and in Amendment No. 16 to the Schedule 13D, none of the TRT Covered Persons has entered into any transactions with respect to the shares of common stock of Northern Oil and Gas, Inc. during the past 60 days. To the best knowledge of TRT Holdings, during the last five years, none of the TRT Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was 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. TRT Holdings’ principal business is serving as a holding company that invests in the equity securities of businesses in diversified industries.

DIRECTORS

EXECUTIVE OFFICERS

ATTACHMENT 3

The names of the manager and executive officers (collectively referred to in this Attachment 3 as the “Cresta Greenwood Covered Persons”) of Cresta Greenwood, LLC (“Cresta Greenwood”) and their position at Cresta Greenwood are set forth below.  The executive officers of Cresta Greenwood are citizens of the United States. The principal occupation of the executive officers of Cresta Greenwood, and the name, principal business and address of any corporation or other organization in which such employment is conducted, is set forth in Attachment 1 to the attached Amendment No. 18 to the Schedule 13D. Except for Cresta Investments, LLC (as set forth in the attached Amendment No. 18 to the Schedule 13D), James D. Caldwell (as set forth in Amendment No. 16 to the Schedule 13D) and Michael G. Smith, none of the other Cresta Greenwood Covered Persons beneficially own any shares of common stock of Northern Oil and Gas, Inc. Mr. Smith purchased 3,500 shares of Common Stock of Northern Oil and Gas, Inc., representing less than 1.0% of the class outstanding, on the New York Stock Exchange at an average price per share of $0.80, including commissions, utilizing his personal funds. Except for the transactions disclosed in the prior sentence and in Amendment No. 16 to the Schedule 13D, none of the Cresta Greenwood Covered Persons has entered into any transactions with respect to the shares of common stock of Northern Oil and Gas, Inc. during the past 60 days.  To the best knowledge of Cresta Greenwood, during the last five years, none of the executive officers of Cresta Greenwood (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was 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. The principal business of Cresta Greenwood, a Delaware limited liability company, is investing in equity securities and its business address is 4001 Maple Ave., Suite 600, Dallas, Texas 75219.

MANAGER