SC 13D/A No. 14

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

4,875,348 (1)

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

4,875,348 (1)

SHARED DISPOSITIVE POWER

0

0001193125-22-069285.txt : 20220308 0001193125-22-069285.hdr.sgml : 20220308 20220308161000 ACCESSION NUMBER: 0001193125-22-069285 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20220308 DATE AS OF CHANGE: 20220308 GROUP MEMBERS: ADAM SCHWARTZ GROUP MEMBERS: AG GP LLC GROUP MEMBERS: JOSH BAUMGARTEN 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82844 FILM NUMBER: 22721820 BUSINESS ADDRESS: STREET 1: 4350 BAKER ROAD STREET 2: SUITE 400 CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 952-476-9800 MAIL ADDRESS: STREET 1: 4350 BAKER ROAD STREET 2: SUITE 400 CITY: MINNETONKA STATE: MN ZIP: 55343 FORMER COMPANY: FORMER CONFORMED NAME: KENTEX PETROLEUM INC DATE OF NAME CHANGE: 20000128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELO GORDON & CO., L.P. CENTRAL INDEX KEY: 0000860662 IRS NUMBER: 133478879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212.692.2010 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 FORMER COMPANY: FORMER CONFORMED NAME: ANGELO GORDON & CO LP/NY DATE OF NAME CHANGE: 19990402 SC 13D/A 1 d324430dsc13da.htm SC 13D/A NO. 14 SC 13D/A No. 14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 14)*

Northern Oil and Gas, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

665531109

(CUSIP NUMBER)

Christopher D. Moore

Angelo, Gordon & Co, L.P.

245 Park Avenue, 26th Floor

New York, NY 10167

Tel. No.: (212) 692-2009

COPIES TO:

Jason Daniel

Akin Gump Strauss Hauer & Feld LLP

2300 N. Field Street

Suite 1800

Dallas, TX 75201

(214) 969-4209

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 3, 2022

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box ☐

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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

*	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 disclosures provided in a prior cover page.


CUSIP No. 665531109		13D


1		NAME OF REPORTING PERSONS Angelo, Gordon & Co., L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS* AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

Consisting of 3,137,591 shares of common stock, par value $0.001 per share (“Common Stock”), of Northern Oil and Gas, Inc. (the “Issuer”) and the number of shares of Common Stock which may be received upon conversion of the 6.500% Series A Perpetual Cumulative Convertible Preferred Stock (“Preferred Stock”) of the Issuer.

*	Based on 77,341,129 shares of Common Stock of the Issuer outstanding as of February 21, 2022, as reported in the Issuer’s Form 10-K filed with the SEC on February 25, 2022.


CUSIP No. 665531109		13D


1		NAME OF REPORTING PERSONS AG GP LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS* AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Consisting of 3,137,591 shares of Common Stock and the number of shares of Common Stock which may be received upon conversion of the Preferred Stock.

*	Based on 77,341,129 shares of Common Stock of the Issuer outstanding as of February 21, 2022, as reported in the Issuer’s Form 10-K filed with the SEC on February 25, 2022.


CUSIP No. 665531109		13D


1		NAME OF REPORTING PERSONS Josh Baumgarten
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS* AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)	Consisting of 3,137,591 shares of Common Stock and the number of shares of Common Stock which may be received upon conversion of the Preferred Stock.

*	Based on 77,341,129 shares of Common Stock of the Issuer outstanding as of February 21, 2022, as reported in the Issuer’s Form 10-K filed with the SEC on February 25, 2022.


CUSIP No. 665531109		13D


1		NAME OF REPORTING PERSONS Adam Schwartz
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS* AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)	Consisting of 3,137,591 shares of Common Stock and the number of shares of Common Stock which may be received upon conversion of the Preferred Stock.

*	Based on 77,341,129 shares of Common Stock of the Issuer outstanding as of February 21, 2022, as reported in the Issuer’s Form 10-K filed with the SEC on February 25, 2022.

AMENDMENT NO. 14 TO SCHEDULE 13D

This Amendment No. 14 to Schedule 13D amends and supplements the Schedule 13D filed by (i) Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Angelo Gordon”), (ii) AG GP LLC (formerly known as AG Partners, LLC), a Delaware limited liability company (“AG GP”), (iii) JAMG LLC, a Delaware limited liability company (“JAMG”) and (iv) Michael L. Gordon with the Securities and Exchange Commission (the “SEC”) on August 30, 2019, as amended by the Amendment No. 1 to Schedule 13D (the “Amendment No. 1”), filed on October 21, 2019, Amendment No. 2 to Schedule 13D (the “Amendment No. 2”), filed on November 5, 2019, Amendment No. 3 to Schedule 13D (the “Amendment No. 3”), filed on November 11, 2019, Amendment No. 4 to Schedule 13D (the “Amendment No. 4”), filed on November 20, 2019, Amendment No. 5 to Schedule 13D (the “Amendment No. 5”), filed on January 22, 2020, Amendment No. 6 to Schedule 13D (the “Amendment No. 6”), filed on February 13, 2020, Amendment No. 7 to Schedule 13D (the “Amendment No. 7”), filed on February 25, 2020, Amendment No. 8 to Schedule 13D (the “Amendment No. 8”), filed on March 10, 2020, Amendment No. 9 to Schedule 13D (the “Amendment No. 9”), filed on May 26, 2020, Amendment No. 10 to Schedule 13D (the “Amendment No. 10”), filed on October 28, 2020, Amendment No. 11 to Schedule 13D (the “Amendment No. 11) filed on January 12, 2021, Amendment No. 12 to Schedule 13D (the “Amendment No. 12”) filed on September 8, 2021 and Amendment No. 13 to Schedule 13D (the “Amendment No. 13”) filed on October 5, 2021 (the “Schedule 13D”).

This Amendment No. 14 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated to read as follows:

(a) - (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 77,341,129 shares of Common Stock of the Issuer outstanding as of February 21, 2022, as reported in the Issuer’s Form 10-K filed with the SEC on February 25, 2022.

Angelo Gordon, in its capacity as investment manager to the Accounts, has sole power to vote 4,875,348 shares of Common Stock and the power to dispose of 4,875,348 shares of Common Stock held in the Accounts, consisting of 3,137,591 shares of Common Stock held in the Accounts, with the remaining shares of Common Stock consisting of shares issuable upon the conversion of the Preferred Stock, as would be limited by the Conversion Cap if the percent beneficially owned would be in excess of 9.99%. As the general partner of Angelo Gordon, AG GP may be deemed to have the sole power to vote 4,875,348 shares of Common Stock and the power to dispose of 4,875,348 shares of Common Stock held in the Accounts. As a co-managing member of AG GP and the co-chief executive officer of Angelo Gordon, Mr. Baumgarten may be deemed to have shared power to vote 4,875,348 shares of Common Stock and the shared

power to dispose of 4,875,348 shares of Common Stock held in the Accounts. As a co-managing member of AG GP and the co-chief executive officer of Angelo Gordon, Mr. Schwartz may be deemed to have shared power to vote 4,875,348 shares of Common Stock and the shared power to dispose of 4,875,348 shares of Common Stock held in the Accounts.

(c) The transactions by the Accounts in the securities of the Issuer since October 5, 2021 are set forth in Schedule A, which is incorporated herein by reference.

(d) Not Applicable.

(e) Not Applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended by adding the following:

As of 9 am on March 8, 2022, the Accounts currently have an aggregate short call option position relating to 865,000 shares of Common Stock that expire on June 17, 2022 (5,250 options of which have a $26 exercise price, 2,000 options of which have a $30 exercise price and 1,400 options of which have a $32 strike price), and an aggregate short call option position relating to 1,365,000 shares of Common Stock that expire on March 18, 2022 (7,450 options of which have a $20 exercise price, 2,400 options of which have a $22 exercise price and 3,800 options of which have a $23 strike price), and an aggregate long put option position relating to 240,000 shares of Common Stock that expire on March 18, 2022 which have a $15 exercise price. The Accounts may from time to time purchase and sell exchange-traded options contracts relating to shares of Common Stock.

Item 7.

Material to be Filed as Exhibits


Exhibit 99.2.		Power of Attorney granted by Josh Baumgarten in favor of Christopher D. Moore and Frank E. Stadelmaier, dated January 28, 2021.

Exhibit 99.3.		Power of Attorney granted by Adam Schwartz in favor of Christopher D. Moore and Frank E. Stadelmaier, dated January 28, 2021.

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 8, 2022


ANGELO, GORDON & CO., L.P.

By: AG GP, LLC
		Its General Partner

By:		Josh Baumgarten
		Its Managing Member

By:		/s/ Christopher D. Moore
		Christopher D. Moore
		Attorney-in-Fact

AG GP, LLC

By:		Josh Baumgarten
		Its Co-Managing Member

By:		/s/ Christopher D. Moore
		Christopher D. Moore
		Attorney-in-Fact

JOSH BAUMGARTEN

By:		/s/ Christopher D. Moore
Christopher D. Moore
Attorney-in-Fact

ADAM SCHWARTZ

By:		/s/ Christopher D. Moore
Christopher D. Moore
Attorney-in-Fact

Schedule A


Trans Type	Trade Date	Investment	Quantity	Unit Price
Sell	02/18/2022	Preferred Stock	10,000	$132.06

EX-99.2 2 d324430dex992.htm EX-99.2 EX-99.2

EXHIBIT 99.2

POWER OF ATTORNEY

I, JOSH BAUMGARTEN, do hereby appoint Christopher D. Moore and Frank E. Stadelmaier as my true and lawful attorneys-in-fact (each an “Attorney-in-Fact” and, collectively, the “Attorneys-in-Fact”), each, individually or jointly, with full power of substitution and resubstitution, to have full power and authority to act in my name, place and stead and on my behalf to:

execute and deliver for and on behalf of me, in my personal capacity or my capacity as one or more of an officer, director, managing member, or significant stockholder of Angelo, Gordon & Co., L.P., AG Partners, LLC or any of their subsidiaries (collectively, the “Company”), documents, certificates, instruments, statements, agreements, reports, schedules, or other filings to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act;

do and perform any and all acts for and on behalf of me that such Attorney-in-Fact (in his or her sole discretion) determines may be necessary or desirable to complete and execute any such reports, schedules or other filings and timely file same with the SEC; and

take any other action of any type whatsoever in connection with the foregoing which, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by me, it being understood that the documents executed by such Attorney-in-Fact on behalf of me pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-in-Fact may approve in his or her sole discretion.

I hereby ratify and confirm all that the Attorneys-in-Fact shall lawfully do and that they have done or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that the Attorneys-in-Fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, (i) any of my responsibilities to comply with the requirements of the Exchange Act or the Securities Act or any liability for my failure to comply with such requirements, or (ii) any obligation or liability I incur for profit disgorgement under Section 16(b) of the Exchange Act. I further acknowledge that this Power of Attorney does not relieve me from responsibility for compliance with my obligations under the Exchange Act or the Securities Act.

This Power of Attorney shall not revoke any powers of attorney granted by me, nor shall this Power of Attorney be revoked by future powers of attorney I grant. This Power of Attorney shall remain in full force and effect until I am no longer subject to Sections 13 and 16 of the Exchange Act, unless earlier revoked by me in a signed writing delivered to the Attorneys-in-Fact.

I acknowledge receipt of the following language provided in Section 5-1513 of the General Obligations Law of the State of New York (the “Cautionary Language”), provided, however, (1) for the avoidance of doubt, I understand and agree, and affirm that it is my intent, that if any provision contained in the Cautionary Language shall be inconsistent with any of the foregoing provisions of this Power of Attorney, the foregoing provisions shall prevail to the fullest extent permitted by law, and (2) nothing in this Power of Attorney shall be construed as an admission or acknowledgement by me that this Power of Attorney is subject to the requirements of Section 5-1501B of the General Obligations Law of the State of New York:

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to act on your behalf. You do not lose your authority to act even though you have given your agent similar authority.

When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities.

Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.”

The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:

(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

(2) avoid conflicts that would impair your ability to act in the principal’s best interest;

(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

(4) keep a record or all receipts, payments, and transactions conducted for the principal; and

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent: The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.

IN WITNESS WHEREOF, I have executed this Power of Attorney on January 28, 2021.


Signature:		/s/ Josh Baumgarten
Name: Josh Baumgarten

ACKNOWLEDGEMENT OF APPOINTMENTS BY ATTORNEYS-IN-FACT:

The undersigned executed this Power of Attorney on January 28, 2021.


By:		/s/ Christopher D. Moore
Name: Christopher D. Moore
Title: Attorney-in-Fact

By:		/s/ Frank E. Stadelmaier
Name: Frank E. Stadelmaier
Title: Attorney-in-Fact

EX-99.3 3 d324430dex993.htm EX-99.3 EX-99.3

EXHIBIT 99.3

POWER OF ATTORNEY

I, ADAM SCHWARTZ, do hereby appoint Christopher D. Moore and Frank E. Stadelmaier as my true and lawful attorneys-in-fact (each an “Attorney-in-Fact” and, collectively, the “Attorneys-in-Fact”), each, individually or jointly, with full power of substitution and resubstitution, to have full power and authority to act in my name, place and stead and on my behalf to: