Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Northern Oil and Gas, Inc. (the "Company") previously announced that it entered
into a transition agreement (the "Transition Agreement") with the Company's
former Chief Executive Officer, Brandon Elliott, on December 17, 2019. As
planned, on January 15, 2020, the Company and Mr. Elliott entered into both the
separation and release agreement (the "Separation Agreement") and the consulting
agreement (the "Consulting Agreement") contemplated by the Transition Agreement,
and Mr. Elliott's employment with the Company ended. The disclosure regarding
these matters included in the Company's Current Report on Form 8-K, filed with
the SEC on December 18, 2019, is incorporated herein by reference.

Copies of the Separation Agreement and the Consulting Agreement are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.




Item 8.01. Other Events.

On January 16, 2020, the Company issued a press release announcing that it will
repurchase and retire $16.0 million in aggregate principal amount of its 8.5%
Senior Secured Second Lien Notes due 2023 ("Notes") in exchange for 160,000
shares of its 6.5% Series A Perpetual Cumulative Convertible Preferred Stock
("Preferred Stock") and $0.7 million in cash. A copy of the press release is
attached hereto as Exhibit 99.1 hereto and is incorporated herein by reference.

On January 17, 2020, the Company issued a press release announcing that it will
repurchase and retire $50.8 million in aggregate principal amount of its Notes
in exchange for 549,940 shares of its Preferred Stock. A copy of the press
release is attached hereto as Exhibit 99.2 hereto and is incorporated herein by
reference.

This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to purchase any securities of the Company, including any Notes, Preferred Stock or any other securities.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



   Exhibit Number                               Description                                    Method of Filing
               10.1         Separation and Release Agreement, dated January 15,       Filed Electronically
                            2020, by and between Northern Oil and Gas, Inc. and
                            Brandon Elliott
               10.2         Consulting Agreement, dated January 15, 2020, by          Filed Electronically
                            and between Northern Oil and Gas, Inc. and Brandon
                            Elliott*
               99.1         Press Release of Northern Oil and Gas, Inc., dated        Filed Electronically
                            January 16, 2020
               99.2         Press Release of Northern Oil and Gas, Inc., dated        Filed Electronically
                            January 17, 2020
                  104       The cover page from this Current Report on Form           Filed Electronically
                            8-K, formatted in Inline XBRL

* Certain schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request

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