FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Rowling Robert B.
  2. Issuer Name and Ticker or Trading Symbol
NORTHERN OIL & GAS, INC. [NOG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
4001 MAPLE AVE, SUITE 600
3. Date of Earliest Transaction (Month/Day/Year)
11/22/2019
(Street)

DALLAS, TX 75219
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
6.5% Series A Perpetual Convertible Preferred Stock (1) 11/22/2019   P   10,947 A (2) 10,947 D  
6.5% Series A Perpetual Convertible Preferred Stock (1) 11/22/2019   P   10,947 A $ 100 21,894 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Rowling Robert B.
4001 MAPLE AVE, SUITE 600
DALLAS, TX 75219
    X    
TRT Holdings Inc
4001 MAPLE AVE, SUITE 600
DALLAS, TX 75219
    X    
Cresta Investments, LLC
4001 MAPLE AVE, SUITE 600
DALLAS, TX 75219
    X    
Cresta Greenwood, LLC
4001 MAPLE AVE, SUITE 600
DALLAS, TX 75219
    X    

Signatures

 /s/ Robert B. Rowling   11/26/2019
**Signature of Reporting Person Date

 /s/ Paul A. Jorge, Senior Vice President, on behalf of TRT Holdings, Inc.   11/26/2019
**Signature of Reporting Person Date

 /s/ Paul A. Jorge, Secretary, on behalf of Cresta Investments, LLC   11/26/2019
**Signature of Reporting Person Date

 /s/ Paul A. Jorge, Vice President, on behalf of Cresta Greenwood, LLC   11/26/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Each share of 6.5% Series A Perpetual Cumulative Convertible Preferred Stock (the "Preferred Stock") of Northern Oil and Gas, Inc. (the "Issuer") is generally convertible at any time at the election of the holder into shares of common stock, $0.001 par value per share, of the Issuer (the "Common Stock"), however the Preferred Stock acquired by the Reporting Persons is not convertible in accordance with the restrictions in Section 9(a) of the Certificate of Designations for the Preferred Stock because the Reporting Persons beneficially own Common Stock in excess of 9.99% of the aggregate number of shares of Common Stock outstanding.
(2) The shares of Preferred Stock were acquired by Cresta Investments, LLC in exchange for $1,032,735.85 in principal amount of the Issuer's 8.50% Senior Secured Second Lien Notes due 2023 in connection with the Issuer's exchange offer. 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.

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