0000950103-19-002412.txt : 20190226 0000950103-19-002412.hdr.sgml : 20190226 20190226191352 ACCESSION NUMBER: 0000950103-19-002412 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190222 FILED AS OF DATE: 20190226 DATE AS OF CHANGE: 20190226 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: 19635197 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 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: 19635198 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: 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: 19635199 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 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 dp102709_4-cp3gplp.xml X0306 4 2019-02-22 1 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 2019-02-22 4 S 0 312878 2.48 D 38151170 I See Footnotes Common Stock 2019-02-25 4 S 0 265000 2.38 D 37886170 I See Footnotes Common Stock 2019-02-26 4 S 0 261000 2.28 D 37625170 I See Footnotes 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 $2.44 to $2.51. 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 $2.34 to $2.49. 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 $2.23 to $2.32. 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. By: Crestview Partners III GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Evelyn C. Pellicone, Chief Financial Officer 2019-02-26 By: Crestview W2 Holdings, L.P., By: Crestview W2 GP, LLC, its general partner, By: /s/ Evelyn C. Pellicone, Chief Financial Officer 2019-02-26 By: W Energy Partners LLC, By: /s/ Shane Hannabury, President 2019-02-26 EX-99 2 dp102709_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: February 22, 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/ Evelyn C. Pellicone 

  Name: Evelyn C. Pellicone
  Title: Chief Financial Officer

 

W ENERGY PARTNERS LLC

 

By:

/s/ Shane Hannabury 

  Name: Shane Hannabury
Title: President

 

Date: February 26, 2019