0001193125-12-493693.txt : 20121206 0001193125-12-493693.hdr.sgml : 20121206 20121206161138 ACCESSION NUMBER: 0001193125-12-493693 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121206 DATE AS OF CHANGE: 20121206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN OIL & GAS, INC. CENTRAL INDEX KEY: 0001104485 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 953848122 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82844 FILM NUMBER: 121246803 BUSINESS ADDRESS: STREET 1: 315 MANITOBA AVE CITY: WAYZATA STATE: MN ZIP: 55391 BUSINESS PHONE: 952-476-9800 MAIL ADDRESS: STREET 1: 315 MANITOBA AVE CITY: WAYZATA STATE: MN ZIP: 55391 FORMER COMPANY: FORMER CONFORMED NAME: KENTEX PETROLEUM INC DATE OF NAME CHANGE: 20000128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VILLERE ST DENIS J & CO LLC CENTRAL INDEX KEY: 0001113629 IRS NUMBER: 720343760 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 601 POYDRAS ST. STREET 2: SUITE 1808 CITY: NEW ORLEANS STATE: LA ZIP: 70130 BUSINESS PHONE: 504-525-0808 MAIL ADDRESS: STREET 1: 601 POYDRAS ST. STREET 2: SUITE 1808 CITY: NEW ORLEANS STATE: LA ZIP: 70130 FORMER COMPANY: FORMER CONFORMED NAME: VILLERE ST DENIS J & CO DATE OF NAME CHANGE: 20000505 SC 13G/A 1 d450515dsc13ga.txt FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13GA Under the Securities Exchange Act of 1934 NORTHERN OIL & GAS, INC. -------------------------------------------------------------------------------- (Name of Issuer) Voting Shares of Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 665531109 -------------------------------------------------------------------------------- (CUSIP Number) 11/30/12 ----------------------------------- Date of Event Which Requires Reporting Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. 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 ("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). Page 1 of 5 pages CUSIP No. 665531109 Page 2 of 5 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON St. Denis J. Villere & Company, L.L.C. I.R.S. Identification No. 72-0343760 -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OR ORGANIZATION Louisiana -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER 484,600 SHARES --------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER 2,616,007 OWNED BY --------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER 484,600 REPORTING --------------------------------------------------------------- PERSON 8. SHARED DISPOSITIVE POWER 2,616,007 WITH --------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,100,607 Shares -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.88% -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IA -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 5 pages SCHEDULE 13GA ITEM 1. This Schedule 13GA relates to shares of the Voting Shares of Common Stock (the "Shares") of NORTHERN OIL & GAS, INC. a Delaware corporation (the "Issuer"),whose principal executive offices are located at 315 Manitoba Ave. #200, Wayzata, MN 55391. ITEM 2. (a) - (c) The person filing this Schedule 13GA is St. Denis J. Villere & Company, L.L.C., a Louisiana limited liability company ("Villere"), with its principal business office located at 601 Poydras St. New Orleans, LA 70130. (d) Title of Class of Securities: Voting Shares of Common Stock (e) CUSIP Number: 665531109 ITEM 3. Villere is filing this Schedule 13GA as an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. ITEM 4. Ownership. (a) - (c) As of 11/30/12, Villere was deemed to have or share voting or dispositive power over, and therefore to own beneficially, the number and percentage of Shares of the Issuer indicated below:

Number Percentage of Sole Shared Sole Shared of Outstanding Voting Voting Dispositive Dispositive Shares Shares Power Power Power Power ------ ------------- ------ --------- ------------ ----------- 3,100,607 4.88% 484,600 2,616,007 484,600 2,616,007

Page 3 of 5 pages ITEM 5. Ownership of Five Percent or Less of a Class. Not Applicable ITEM 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable ITEM 8. Identification and Classification of Members of the Group. Not Applicable ITEM 9. Notice of Dissolution of Group. Not Applicable ITEM 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 4 of 5 pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: Dec 6, 2012 ---------------- ST. DENIS J. VILLERE & COMPANY, L.L.C. By: /s/ George Young ---------------------------- George Young Member Page 5 of 5 pages