Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2020

(Exact name of Registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

601 Carlson Parkway, Suite 990
Minnetonka, Minnesota
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code   (952) 476-9800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001NOGNYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01.  Entry into a Material Definitive Agreement.

On February 20, 2020, Northern Oil and Gas, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with TRT Holdings, Inc., a Delaware corporation, and certain related entities and individuals named therein (collectively, the “TRT Holders”), which are considered by the Company to be related parties in accordance with the Company’s policy regarding the same.

The Certificate of Designations of the Preferred Stock filed with the Secretary of State of the State of Delaware on November 22, 2019, as amended (the “Certificate of Designations”), contains limitations on the ability of the Company and holders of Preferred Stock to effect conversions of shares of Preferred Stock for shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), if after a conversion a holder would beneficially own shares of common stock in excess of the “Conversion Cap,” as set forth therein. As of the date of the Exchange Agreement, the TRT Holders collectively beneficially owned a number of shares of Common Stock in excess of the Conversion Cap. The Exchange Agreement provides, notwithstanding anything to the contrary in the Certificate of Designations, including the Conversion Cap, for the TRT Holders to be able to exchange shares of Preferred Stock for shares of Common Stock in the manner otherwise contemplated by the Certificate of Designations. As of the date hereof, the TRT Holders have not exchanged or converted any shares of Preferred Stock into Common Stock.

The foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription
  Exchange Agreement, dated as of February 20, 2020, among Northern Oil and Gas, Inc., TRT Holdings, Inc. and the other signatories thereto
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 21, 2020
By /s/ Erik J. Romslo
Erik J. Romslo
Chief Legal Officer and Secretary