0000950103-20-002737.txt : 20200213 0000950103-20-002737.hdr.sgml : 20200213 20200213160810 ACCESSION NUMBER: 0000950103-20-002737 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 GROUP MEMBERS: CRESTVIEW W2 HOLDINGS, L.P. GROUP MEMBERS: W ENERGY PARTNERS LLC 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: 20610508 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Crestview Partners III GP, L.P. CENTRAL INDEX KEY: 0001703027 IRS NUMBER: 981116906 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 42ND 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, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 dp121298_sc13ga-nog.htm FORM SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Northern Oil & Gas, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

665531109

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	¨	Rule 13d-1(b)
	ý	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).

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 control number.

CUSIP No. 665531109

13G

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Crestview Partners III GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a): o (b): o
3	SEC Use Only
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:		5	Sole Voting Power 0
		6	Shared Voting Power 0
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares 0
11	Percent of Class Represented by Amount in Row (9) 0%
12	Type of Reporting Person PN

CUSIP No. 665531109

13G

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Crestview W2 Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a): o (b): o
3	SEC Use Only
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:		5	Sole Voting Power 0
		6	Shared Voting Power 0
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares 0
11	Percent of Class Represented by Amount in Row (9) 0%
12	Type of Reporting Person PN

CUSIP No. 665531109

13G

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) W Energy Partners LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a): o (b): o
3	SEC Use Only
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:		5	Sole Voting Power 1,300,652
		6	Shared Voting Power 0
		7	Sole Dispositive Power 1,300,652
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,300,652
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares 0
11	Percent of Class Represented by Amount in Row (9) 0.3%(1)
12	Type of Reporting Person OO

(1)

The percentage herein is based on 405,787,759 shares of Common Stock of the Issuer outstanding as of November 8, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019.

Item 1.

(a)

Name of Issuer

Northern Oil & Gas, Inc., a Delaware corporation (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices

601 Carlson Pkwy., Suite 990, Minnetonka, Minnesota 55305.

Item 2.

(a)

Name of Person Filing

See Item 2(b) below.

(b)

Address of Principal Business Office or, if none, Residence

	(1)	Crestview Partners III GP, L.P. c/o Crestview Partners 590 Madison Avenue, 42nd Floor New York, NY 10022
	(2)	Crestview W2 Holdings, L.P. c/o Crestview Partners 590 Madison Avenue, 42nd Floor New York, NY 10022
	(3)	W Energy Partners LLC 3811 Turtle Creek Blvd., Ste 550 Dallas, TX 75219

(c)

Citizenship

See item 4 on Cover Pages to this Schedule 13G.

(d)

Title of Class of Securities

Common Stock, par value $0.001 per share

(e)

CUSIP Number

665531109

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

(a)

Amount beneficially owned:

See item 9 on Cover Pages to this Schedule 13G.

W Energy Partners LLC is the holder of record of 1,300,652 shares of common stock, par value $0.001 of the Issuer (the “Common Stock”).

Crestview Partners III GP, L.P. and Crestview W2 Holdings, L.P. have beneficial ownership of 0 shares of Common Stock.

(b)

Percent of class:

See item 11 on Cover Pages to this Schedule 13G. The percentage herein is based on 405,787,759 shares of Common Stock of the Issuer outstanding as of November 8, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

See item 5 on Cover Pages to this Schedule 13G.

(ii)

Shared power to vote or to direct the vote

See item 6 on Cover Pages to this Schedule 13G.

(iii)

Sole power to dispose or to direct the disposition of

See item 7 on Cover Pages to this Schedule 13G.

(iv)

Shared power to dispose or to direct the disposition of

See item 8 on Cover Pages to this Schedule 13G.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ⮽.

W Energy Partners LLC, Crestview Partners III GP, L.P. and Crestview W2 Holdings, L.P. have each ceased to be the beneficial owner of more than five percent of the Common Stock. See Item 9.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

None.

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

See Exhibit 99.2 attached hereto.

Item 10.

Certification

Not applicable.

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: February 13, 2020

	CRESTVIEW PARTNERS III GP, L.P.

	By: Crestview, L.L.C., its general partner


	By:	/s/ Ross A. Oliver
	Name: Ross A. Oliver
	Title: General Counsel


	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

EX-99.1 2 dp121298_ex9901.htm EXHIBIT 99.1

EXHIBIT 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Northern Oil & Gas, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement this February 13, 2020.

	CRESTVIEW PARTNERS III GP, L.P.

	By: Crestview, L.L.C., its general partner


	By:	/s/ Ross A. Oliver
	Name: Ross A. Oliver
	Title: General Counsel


	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

EX-99.2 3 dp121298_ex9902.htm EXHIBIT 99.2

EXHIBIT 99.2

NOTICE OF DISSOLUTION OF GROUP

Notice is hereby given that the group formed by W Energy Partners LLC, on the one hand, and Crestview Partners III GP, L.P. and Crestview W2 Holdings, L.P., on the other hand, with respect to the Common Stock, was dissolved. All further filings with respect to transactions in connection with the Common Stock will be filed separately, if required, by W Energy Partners LLC, on the one hand, and Crestview Partners III GP, L.P. and Crestview W2 Holdings, L.P., on the other hand.