X0306 4 2020-02-20 0 0001104485 NORTHERN OIL & GAS, INC. NOG 0001436419 Rowling Robert B. 4001 MAPLE AVE, SUITE 600 DALLAS TX 75219 0 0 1 0 0001376323 TRT Holdings Inc 4001 MAPLE AVE, SUITE 600 DALLAS TX 75219 0 0 1 0 0001660745 Cresta Investments, LLC 4001 MAPLE AVE, SUITE 600 DALLAS TX 75219 0 0 1 0 0001660744 Cresta Greenwood, LLC 4001 MAPLE AVE, SUITE 600 DALLAS TX 75219 0 0 1 0 0001802062 TTBR Investments LLC 4001 MAPLE AVE, SUITE 600 DALLAS TX 75219 0 0 1 0 0001802054 TRBRJR Investments LLC 4001 MAPLE AVE, SUITE 600 DALLAS TX 75219 0 0 1 0 6.5% Series A Perpetual Convertible Preferred Stock 2020-02-20 4 J 0 21894 D 0 D 6.5% Series A Perpetual Convertible Preferred Stock 2020-02-20 4 J 0 21894 A 2020-02-20 Common Stock 955235 21894 D As previously reported on a Form 4 filed with the SEC by TRT Holdings, Inc., Cresta Investments, LLC, Cresta Greenwood, LLC and Robert B. Rowling (collectively, the "Reporting Persons") on November 26, 2019 (the "Prior Form 4"), Cresta Investments, LLC acquired 21,894 shares of 6.5% Series A Perpetual Cumulative Convertible Preferred Stock (the "Preferred Stock") of Northern Oil and Gas, Inc. (the "Issuer"). The shares of Preferred Stock were reported in Table I of the Prior Form 4 as non-derivative securities because such shares were not convertible into shares of the Issuer's common stock (the "Common Stock") at a fixed price due to a conversion limitation cap (the "Conversion Cap") in the Certificate of Designations for the Preferred Stock (the "Certificate of Designations"). (Continued from Footnote 1) On February 20, 2020, the Reporting Persons entered into an Exchange Agreement with the Issuer pursuant to which, notwithstanding anything to the contrary in the Certificate of Designations, including the Conversion Cap, the Reporting Persons may now exchange their shares of Preferred Stock for shares of Common Stock at a fixed price in the manner otherwise contemplated by the Certificate of Designations. Accordingly, the Reporting Persons are filing this Form 4 to report such shares of Preferred Stock in Table II as derivative securities. Each share of Preferred Stock is convertible at any time at the election of the holder into shares of Common Stock, at an initial conversion rate of 43.63 shares of Common Stock per share of Preferred Stock, subject to adjustment as provided in the Certificate of Designations. The "conversion price" at any time means $100, divided by the conversion rate in effect at such time. The Preferred Stock is also subject to mandatory conversion at the election of the Issuer if the closing sales price of the Common Stock of the Issuer equals or exceeds 145% of the conversion price for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days, including the last trading day of such 30 trading day period. The Preferred Stock is perpetual and therefore has no expiration date. Robert B. Rowling indirectly beneficially owns all of the reported securities due to his ownership of 100% of the ownership interests in Cresta Investments, LLC. /s/ Robert B. Rowling 2020-02-21 /s/ Paul A. Jorge, Senior Vice President, on behalf of TRT Holdings, Inc. 2020-02-21 /s/ Paul A. Jorge, Secretary, on behalf of Cresta Investments, LLC 2020-02-21 /s/ Paul A. Jorge, Vice President, on behalf of Cresta Greenwood, LLC 2020-02-21 /s/ Paul A. Jorge, Vice President, on behalf of TTBR Investments LLC 2020-02-21 /s/ Paul A. Jorge, Vice President, on behalf of TRBRJR Investments LLC 2020-02-21