FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NORTHERN OIL & GAS, INC. [ NOGS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/26/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/26/2007 | M | 500,000 | A | $1.05 | 775,413 | D | |||
Common Stock | 12/26/2007 | F | 76,087(1) | D | $6.9(1) | 775,413 | D | |||
Common Stock | 12/28/2007 | G | 6,000(2) | D | (2) | 775,413 | D | |||
Common Stock | 12/28/2007 | S | 50,000 | D | $6.2 | 775,413 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option to Purchase Common Stock(3) | $1.05 | 12/26/2007 | M | 250,000 | 06/15/2007 | 12/15/2016 | Common Stock | 250,000 | $1.05(1) | 0 | D | ||||
Option to Purchase Common Stock(3) | $1.05 | 06/26/2007 | M | 250,000 | 12/15/2007 | 12/15/2016 | Common Stock | 250,000 | $1.05(1) | 0 | D |
Explanation of Responses: |
1. 76,087 shares of Common Stock beneficially owned by the reporting person were surrendered as reported on Table I in consideration for the exercise price of Stock Options reported on Table II. The value of shares of Common Stock surrendered was computed using the closing price of the Company?s Common Stock on Monday, December 24, 2007?the last trading day immediately preceding the exercise date of the Stock Options reported on Table II. |
2. The reporting person donated 6,000 shares of Common Stock to a non-profit educational organization effective December 28, 2006. The reporting person received no consideration in exchange for the donation of such shares. |
3. Nonqualified Stock Option granted pursuant to the Company?s Incentive Stock Option Plan in compliance with Rule 16b-3. |
Remarks: |
/s/ Ryan Gilbertson | 12/28/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |