0000950103-19-001679.txt : 20190204 0000950103-19-001679.hdr.sgml : 20190204 20190204182935 ACCESSION NUMBER: 0000950103-19-001679 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190131 FILED AS OF DATE: 20190204 DATE AS OF CHANGE: 20190204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: W Energy Partners LLC CENTRAL INDEX KEY: 0001755396 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33999 FILM NUMBER: 19565578 BUSINESS ADDRESS: STREET 1: 3811 TURTLE CREEK BLVD STREET 2: SUITE 550 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 214-391-9715 MAIL ADDRESS: STREET 1: 3811 TURTLE CREEK BLVD STREET 2: SUITE 550 CITY: DALLAS STATE: TX ZIP: 75219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview W2 Holdings, L.P. CENTRAL INDEX KEY: 0001755398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33999 FILM NUMBER: 19565579 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Partners III GP, L.P. CENTRAL INDEX KEY: 0001703027 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33999 FILM NUMBER: 19565580 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 601 CARLSON PKWY, SUITE 990 CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 952-476-9800 MAIL ADDRESS: STREET 1: 601 CARLSON PKWY, SUITE 990 CITY: MINNETONKA STATE: MN ZIP: 55305 FORMER COMPANY: FORMER CONFORMED NAME: KENTEX PETROLEUM INC DATE OF NAME CHANGE: 20000128 4 1 dp102049_4-cpiiigplp.xml FORM 4 X0306 4 2019-01-31 0 0001104485 NORTHERN OIL & GAS, INC. NOG 0001703027 Crestview Partners III GP, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 36TH FLOOR NEW YORK NY 10022 0 0 1 0 0001755398 Crestview W2 Holdings, L.P. 590 MADISON AVENUE 36TH FLOOR NEW YORK NY 10022 0 0 1 0 0001755396 W Energy Partners LLC 3811 TURTLE CREEK BLVD SUITE 550 DALLAS TX 75219 0 0 1 0 Common Stock 2019-01-31 4 S 0 202093 2.56 D 41905487 I See Footnotes Common Stock 2019-02-01 4 S 0 264366 2.53 D 41641121 I See Footnotes Common Stock 2019-02-04 4 S 0 264366 2.52 D 41376755 I See Foototes Represents shares of Common Stock of the Issuer directly held by W Energy Partners LLC. Crestview W2 Holdings, L.P., in its capacity as a member of W Energy Partners LLC, may be deemed to have beneficial ownership of the shares of Common Stock directly held by W Energy Partners LLC. Crestview Partners III GP, L.P. exercises voting and dispositive power over the shares of Common Stock beneficially owned by Crestview W2 Holdings, L.P., which decisions are made by the investment committee of Crestview Partners III GP, L.P. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $2.47 to $2.66. The reporting person undertakes to provide to the issuer, any security holders of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $2.50 to $2.58. The reporting person undertakes to provide to the issuer, any security holders of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $2.48 to $2.55. The reporting person undertakes to provide to the issuer, any security holders of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. Remarks: Exhibit 99 - Joint Filer Information By: Crestview Partners III GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross A. Oliver, General Counsel 2019-02-04 By: Crestview W2 Holdings, L.P., By: Crestview W2 GP, LLC, its general partner, By: /s/ Ross A. Oliver, General Counsel 2019-02-04 By: W Energy Partners LLC, By: /s/ Shane Hannabury, President 2019-02-04 EX-99 2 dp102049_ex99.htm EXHIBIT 99

Exhibit 99

 

Joint Filer Information

 

Each of the following joint filers has designated Crestview Partners III GP, L.P. as the “Designated Filer” for purposes of the attached Form 4:

 

1.        

Crestview W2 Holdings, L.P. 

c/o Crestview Partners 

590 Madison Avenue, 36th Floor 

New York, NY 10022

 

2.        

W Energy Partners LLC 

3811 Turtle Creek Blvd 

Suite 550 

Dallas, TX, 75219

 

  

Date of Event Requiring Statement: January 31, 2019 

Issuer Name and Ticker or Trading Symbol: Northern Oil & Gas Inc. [NOG]

 

CRESTVIEW W2 HOLDINGS, L.P.

 

By: Crestview W2 GP, LLC, its general partner

 

By:

/s/ Ross A. Oliver

  Name: Ross A. Oliver

  Title:   General Counsel

 

 

W ENERGY PARTNERS LLC

 

By:

/s/ Shane Hannabury 

  Name: Shane Hannabury
Title:   President

 

Date: February 4, 2019