Item 1.01. Entry into a Material Definitive Agreement.



On January 15, 2020, Northern Oil and Gas, Inc. (the "Company") entered into a
Securities Purchase and Sale Agreement (the "Graham Purchase Agreement") with
certain holders ("Holders") of the Company's 8.50% Senior Secured Second Lien
Notes due 2023 (the "Notes") pursuant to which the Company agreed to purchase
$16,000,000 in aggregate principal amount of Notes from such Holders for 160,000
shares of 6.50% Series A Perpetual Cumulative Convertible Preferred Stock (the
"Preferred Stock") and $662,355.20 in cash.

On January 16, 2020, the Company entered into a Securities Purchase and Sale
Agreement (the "AG Purchase Agreement") with Holders of the Company's Notes
pursuant to which the Company agreed to purchase $35,843,460 in aggregate
principal amount of Notes from such Holders for 387,695 shares of Preferred
Stock.
On January 16, 2020, the Company entered into a Securities Purchase and Sale
Agreement (the "OHA Purchase Agreement" and, together with the Graham Purchase
Agreement and the AG Purchase Agreement, the "Purchase Agreements") with Holders
of the Company's Notes pursuant to which the Company agreed to purchase
$15,000,000 in aggregate principal amount of Notes from such Holders for 162,245
shares of Preferred Stock.
The transactions contemplated by the Purchase Agreements described above were
undertaken in reliance upon an exemption from the registration requirements of
the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
Section 3(a)(9) thereof.

The foregoing descriptions of the Purchase Agreements are not complete and are
qualified in their entirety by reference to the full text of the Graham Purchase
Agreement, AG Purchase Agreement and OHA Purchase Agreement, copies of which are
filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and are
incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.



On January 17, 2020, in connection with the Graham Purchase Agreement, the
Company repurchased $16,000,000 in aggregate principal amount of Notes from the
Holders thereof and issued 160,000 shares of Preferred Stock to such Holders.
The shares of Preferred Stock were issued in reliance upon an exemption from the
registration requirements of the Securities Act pursuant to Section 3(a)(9)
thereof.
On January 21, 2020, in connection with the AG Purchase Agreement, the Company
repurchased $35,843,460 in aggregate principal amount of Notes from the Holders
thereof and issued 387,695 shares of Preferred Stock to such Holders. The shares
of Preferred Stock were issued in reliance upon an exemption from the
registration requirements of the Securities Act pursuant to Section 3(a)(9)
thereof.
On January 21, 2020, in connection with the OHA Purchase Agreement, the Company
repurchased $15,000,000 in aggregate principal amount of Notes from the Holders
thereof and issued 162,245 shares of Preferred Stock to such Holders. The shares
of Preferred Stock were issued in reliance upon an exemption from the
registration requirements of the Securities Act pursuant to Section 3(a)(9)
thereof.
The information set forth under Item 1.01 regarding the transactions
contemplated by the Purchase Agreements is incorporated by reference into this
Item 3.02.
The terms of the Preferred Stock set forth in the Certificate of Designations
for the Preferred Stock (the "Certificate of Designations"), including the terms
of conversion of the Preferred Stock have been previously disclosed in our
Current Report on Form 8-K filed on November 26, 2019, which is incorporated
herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On January 17, 2020, the Company filed with the Delaware Secretary of State a
Certificate of Amendment to the Certificate of Designations (the "Certificate of
Amendment") to increase the authorized number of shares of Preferred Stock. The
Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated
herein by reference.

The information set forth under Item 3.02 regarding the terms of the Preferred Stock as set forth in the Certificate of Designations is incorporated by reference into this Item 5.03.

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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

   Exhibit Number                                          Description
                3.1         Certificate of Amendment to the Certificate of Designations of 6.50%
                            Series A Perpetual Cumulative Convertible

Preferred Stock of Northern Oil


                            and Gas, Inc.
              10.1  *       Securities Purchase and Sale Agreement, dated as of January 15, 2020,
                            among Northern Oil and Gas, Inc. and the other signatories thereto.
              10.2  *       Securities Purchase and Sale Agreement, dated as of January 16, 2020,
                            among Northern Oil and Gas, Inc. and the other signatories thereto.
              10.3  *       Securities Purchase and Sale Agreement, dated as of January 16, 2020,
                            among Northern Oil and Gas, Inc. and the other signatories thereto.
                  104       The cover page from this Current Report on Form 8-K, formatted in Inline
                            XBRL



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

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