SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Crestview Partners III GP, L.P.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2018
3. Issuer Name and Ticker or Trading Symbol
NORTHERN OIL & GAS, INC. [ NOG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 51,476,961 I See Footnotes(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Forward Contract (4) (4) Common Stock (4) (4) I See Footnotes(1)(2)(3)
1. Name and Address of Reporting Person*
Crestview Partners III GP, L.P.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Crestview W2 Holdings, L.P.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
W Energy Partners LLC

(Last) (First) (Middle)
3811 TURTLE CREEK BLVD
SUITE 550

(Street)
DALLAS TX 75219

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WR Operating LLC

(Last) (First) (Middle)
3811 TURTLE CREEK BLVD
SUITE 550

(Street)
DALLAS TX 75219

(City) (State) (Zip)
Explanation of Responses:
1. Represents shares of Common Stock of the Issuer ("Common Stock") acquired pursuant to the Purchase and Sale Agreement by and between WR Operating LLC and the Issuer, dated as of July 27, 2018 (the "Purchase Agreement") and filed as Exhibit 2.1 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 31, 2018, which Common Stock was initially acquired by WR Operating LLC and then distributed to its parent W Energy Partners LLC, the direct holder of the Common Shares.
2. 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.
3. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
4. Pursuant to the Purchase Agreement, to the extent the Reference Price for each specified month exceeds the greater of the VWAP for such month or $2.00, the Reporting Persons are entitled to Additional Consideration equal to such excess multiplied by the specified amount of Unrestricted Shares for such month (as each such term is defined in the Purchase Agreement), payable in cash (or, for months occurring after March 2019, in Common Stock at the election of the Issuer) on or prior to the 5th day of the following month.
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 10/11/2018
By: Crestview W2 Holdings, L.P., By: Crestview W2 GP, LLC, its general partner, By: /s/ Ross A. Oliver, General Counsel 10/11/2018
By: W Energy Partners LLC, By: /s/ Shane Hannabury, President 10/11/2018
By: WR Operating LLC, By: /s/ Shane Hannabury, President 10/11/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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 3:

 

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 

3.        

WR Operating LLC 

3811 Turtle Creek Blvd 

Suite 550 

Dallas, TX, 75219 

 

Date of Event Requiring Statement: October 1, 2018 

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

 

WR OPERATING LLC

 

By:

/s/ Shane Hannabury 

  Name: Shane Hannabury
Title: President

 

 

Date: October 11, 2018