UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
_________________________________________________

SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)*
 
_________________________________________________

Northern Oil and Gas, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
665531109
(CUSIP NUMBER)
D. Forest Wolfe
Angelo, Gordon & Co, L.P.
245 Park Avenue, 26th Floor
New York, NY 10167
Tel. No.: (212) 692-8220

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)
February 10, 2020
(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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER
 
41,777,038 (1)
  
  8
  
SHARE D VOTING POWER
 
0
  
  9
  
SOLE DISPOSITIVE POWER
 
41,777,038 (1)
  
10
  
SHARED DISPOSITIVE POWER
 
0
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
41,777,038 (1)
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.99%
14
 
TYPE OF REPORTING PERSON*
 
IA, PN
 
(1)
Consisting of 29,376,225 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 into which shares of 6.500% Series A Perpetual Cumulative Convertible Preferred Stock (“Preferred Stock”) of the Issuer is convertible, subject to the limitations of the Conversion Cap.




CUSIP No. 665531109
 
13D
 
 
 
             
  1 
 
NAME OF REPORTING PERSONS
 
AG Partners, 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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER
 
41,777,038 (1)
  
  8
  
SHARED VOTING POWER
 
0
  
  9
  
SOLE DISPOSITIVE POWER
 
41,777,038 (1)
  
10
  
SHARED DISPOSITIVE POWER
 
0
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
41,777,038 (1)
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.99%
14
 
TYPE OF REPORTING PERSON*
 
PN

(1)
Consisting of 29,376,225 shares of Common Stock and the number of shares of Common Stock into which shares Preferred Stock is convertible, subject to the limitations of the Conversion Cap.




CUSIP No. 665531109
 
13D
 
 
 
             
  1 
 
NAME OF REPORTING PERSONS
 
JAMG 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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER
 
41,777,038 (1)
  
  8
  
SHARED VOTING POWER
 
0
  
  9
  
SOLE DISPOSITIVE POWER
 
41,777,038 (1)
  
10
  
SHARED DISPOSITIVE POWER
 
0
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
41,777,038 (1)
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.99%
14
 
TYPE OF REPORTING PERSON*
 
OO

(1)
Consisting of 29,376,225 shares of Common Stock and the number of shares of Common Stock into which shares Preferred Stock is convertible, subject to the limitations of the Conversion Cap.





 
CUSIP No. 665531109
 
13D
 
 
 
             
  1 
 
NAME OF REPORTING PERSONS
 
Michael L. Gordon
  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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER
 
41,777,038 (1)
  
  8
  
SHARED VOTING POWER
 
0
  
  9
  
SOLE DISPOSITIVE POWER
 
41,777,038 (1)
  
10
  
SHARED DISPOSITIVE POWER
 
0
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
41,777,038  (1)
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.99%
14
 
TYPE OF REPORTING PERSON*
 
IN, HC
 
(1)
Consisting of 29,376,225 shares of Common Stock and the number of shares of Common Stock into which shares Preferred Stock is convertible, subject to the limitations of the Conversion Cap.
         




AMENDMENT NO. 5 TO SCHEDULE 13D

This Amendment No. 6 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 Partners, L.P., a Delaware limited partnership (“AG Partners”), (iii) JAMG LLC, a Delaware limited liability company (“JAMG”) and (iv) Michael L. Gordon (collectively with Angelo Gordon, AG Partners and JAMG, the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) on August 30, 2019, as amended by the Amendment No. 1 to Schedule 13D filed on October 21, 2019, Amendment No. 2 to Schedule 13D filed on November 5, 2019, Amendment No. 3 to Schedule 13D filed on November 11, 2019, Amendment No. 4 to Schedule 13D filed on November 20, 2019 and Amendment No. 5 to Schedule 13D filed on January 22, 2020 (the “Schedule 13D”).

This Amendment No. 6 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 405,787,759 shares of Common Stock outstanding as of November 8, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019 and the shares of Common Stock issuable upon the conversion of the Preferred Stock, as limited by the Conversion Cap.
Angelo Gordon, in its capacity as investment manager to the Accounts, has sole power to vote 41,777,038 shares of Common Stock and the power to dispose of 41,777,038 shares of Common Stock, consisting of 29,376,225 shares of Common Stock held in the Accounts and 12,400,813 shares of Common Stock issuable upon the conversion of the Preferred Stock, as limited by the Conversion Cap. As the sole general partner of Angelo Gordon, AG Partners may be deemed to have the sole power to vote 41,777,038 shares of Common Stock and the power to dispose of 41,777,038 shares of Common Stock, as per above. As the general partner of AG Partners, JAMG may be deemed to have the sole power to vote 41,777,038 shares of Common Stock and the power to dispose of 41,777,038 shares of Common Stock, as per the above.  As the managing member of JAMG and the chief executive officer of Angelo Gordon, Michael L. Gordon may be deemed to have sole power to vote 41,777,038 shares of Common Stock and the power to dispose of 41,777,038 shares of Common Stock, as per the above.
(c) Item 4 of this Schedule 13D is incorporated herein by reference. Transactions in the shares of Common Stock by the Reporting Persons since January 22, 2020 are listed in Annex A attached hereto, which is incorporated herein by reference.
(d) Not Applicable.
(e) Not Applicable.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
The disclosure in Item 4 is incorporated by reference herein. The Securities Purchase Agreement is incorporated by reference herein.

 



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: February 13, 2020

 
  ANGELO, GORDON & CO., L.P.
   
 
By:       AG Partners, L.P.
 
Its General Partner
   
 
By:       JAMG LLC
 
Its General Partner
   
 
By:       MICHAEL L. GORDON
 
Its Managing Member
   
 
By:       /s/ Kirk Wickman
 
Kirk Wickman
 
Attorney-in-Fact

 
  AG PARTNERS, L.P.
   
 
By:       JAMG LLC
 
Its General Partner
   
 
By:       MICHAEL L. GORDON
 
Its Managing Member
   
 
By:       /s/ Kirk Wickman
 
Kirk Wickman

Attorney-in-Fact

 
  JAMG LLC
   
 
By:       MICHAEL L. GORDON
 
Its Managing Member
   
 
By:       /s/ Kirk Wickman
 
Kirk Wickman
 
Attorney-in-Fact
   
   
  MICHAEL L. GORDON
   
  By:       /s/ Kirk Wickman
              Kirk Wickman
              Attorney-in-Fact





Annex A
The following table sets forth all transactions by the Reporting Persons (on behalf of the Accounts) with respect to shares of Common Stock effected since January 22, 2020, inclusive of any transactions effected through 4:00 p.m., New York City time, on February 13, 2020. Except as otherwise noted below, all such transactions were purchases of Common Stock effected in the open market, and the table excludes commissions paid in per share prices.
 
                 
Trade Date
  
Amount Purchased/(Sold)
 
 
Price
 
1/24/2020
   
328,000
     
1.640
  (1)
1/27/2020
  
 
260,000
  
 
 
1.580
  (2)
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
               
  
               
  
               
  
               
  
               
  
               
  

(1) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.62 to $1.65, inclusive. The reporting persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (2).
(2) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.55 to $1.59, inclusive.




The following table sets forth all transactions by the Reporting Persons (on behalf of the Accounts) with respect to shares of Preferred Stock effected since January 22, 2020, inclusive of any transactions effected through 4:00 p.m., New York City time, on February 13, 2020. Except as otherwise noted below, all such transactions were purchases of Preferred Stock effected in the open market, and the table excludes commissions paid in per share prices.
 
                 
Trade Date
  
Amount Purchased/(Sold)
 
 
Price
 
1/28/2020
  
 
13,500
  
 
 
95.875
  
1/30/2020
  
 
10,700
  
 
 
97.875
  
1/31/2020
  
 
25,000
  
 
 
97.35
  
2/7/2020
   
16,700
     
96.961
 
2/10/2020
   
18,300
     
97
 
2/12/2020
   
8,000
     
93.75