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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Northern Oil and Gas Inc | AMEX:NOG | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 24.00 | 0 | 01:00:00 |
(1)
|
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bahram Akradi
|
||
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
(3)
|
SEC USE ONLY
|
||
(4)
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
||
(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
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
(7)
|
SOLE VOTING POWER
7,217,211
|
|
(8)
|
SHARED VOTING POWER
None
|
||
(9)
|
SOLE DISPOSITIVE POWER
7,217,211
|
||
(10)
|
SHARED DISPOSITIVE POWER
None
|
||
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,217,211
|
||
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.79%
(1)
|
||
(14)
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
(1)
|
Calculated based on 124,610,800 shares of common stock outstanding upon completion of the Public Offering (as defined in Item 5 hereof), based on 65,944,133 shares of common stock of Northern Oil and Gas, Inc. outstanding as of February 28, 2018, as described in Northern Oil and Gas, Inc.’s Prospectus Supplement (to the prospectus dated July 24, 2015 forming part of the shelf Registration Statement on Form S-3 (No. 333-205619)) filed with the Securities and Exchange Commission on April 6, 2018, as adjusted to reflect the 58,666,667 shares of Northern Oil and Gas, Inc. common stock issued in the Public Offering.
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
|
(a)
|
This Amendment No. 9 to the Schedule 13D is filed by Bahram Akradi (the “Reporting Person”).
|
|
(b)
|
The Reporting Person’s home address is 4600 Kings Point Road, Minnetrista, MN 55331.
|
|
(c)
|
The Reporting Person is Chairman of the Board, President and Chief Executive Officer of Life Time Fitness, Inc. (“Life Time”). Life Time is a privately held, comprehensive health and lifestyle company that offers a personalized and scientific approach to long-term health and wellness through its portfolio of distinctive resort-like destinations, athletic events and health services. Life Time, known as the “Healthy Way of Life Company,” helps members achieve their goals with the support of a team of dedicated professionals and an array of proprietary health assessments. The address of Life Time’s corporate offices is 2902 Corporate Place, Chanhassen, MN 55317.
|
|
(d),(e)
|
During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
|
|
(f)
|
The Reporting Person is a citizen of the United States of America.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
|
(2)
|
Of the Subject Shares, 30,000 shares are owned indirectly by the Reporting Person through the 401(k) plan of Life Time Fitness, Inc.
|
Item 4.
|
Purpose of Transaction
|
Item 5.
|
Interest in Securities of the Issuer
|
|
(a), (b)
|
Based on
65,944,133
shares of Common Stock outstanding as of February 28, 2018, as described in the Issuer’s Prospectus Supplement (to the prospectus dated July 24, 2015 forming part of the shelf Registration Statement on Form S-3 (No. 333-205619)) filed with the SEC on April 6, 2018, as adjusted to reflect the 58,666,667 shares of the Issuer’s Common Stock issued in the Public Offering, there were 124,610,800 shares of Common Stock outstanding upon completion of the Public Offering.
Based on the foregoing, the 7,217,211 shares of Common Stock beneficially owned by the Reporting Person represent approximately 5.79% of the shares of the Common Stock issued and outstanding.
The Reporting Person has sole voting power and sole dispositive power with respect to the Subject Shares.
|
|
(c)
|
The following are the only transactions in shares of Common Stock effected in the past 60 days by the Reporting Person.
On April 5, 2018, the Issuer entered into an Underwriting Agreement with Stifel, Nicolaus & Company, Incorporated, acting as representative of the several underwriters named therein (the “Underwriters”), in connection with the public offering and sale (the “Public Offering”) of 58,666,667 shares of Common Stock, at a price to the public of $1.50 per share. The Issuer has granted an option to the Underwriters, exercisable for 30 days from the date of the prospectus supplement, to purchase up to an additional 8,800,000 shares of Common Stock from the Issuer at $1.50 per share, less the underwriting discount.
On April 10, 2018, in connection with the closing of the Public Offering, the Reporting Person purchased 1,000,000 shares of Common Stock in the Public Offering at a price of $1.50 per share for an aggregate purchase price of $1,500,000 on terms identical to the terms on which other investors purchased shares of Common Stock in the Public Offering.
|
|
(d)
|
No other person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7.
|
Material to Be filed as Exhibits
|
Exhibit 99.1
|
Form of Subscription Agreement (incorporated by reference to Exhibit C to Exhibit 10.24 to Northern Oil and Gas Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 23, 2018)
|
|
/s/ Bahram Akradi
|
|
|
Bahram Akradi
|
|
1 Year Northern Oil and Gas Chart |
1 Month Northern Oil and Gas Chart |
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