Item 1.01. Entry into a Material Definitive Agreement.



On December 30, 2019, Northern Oil and Gas, Inc. (the "Company") entered into a
Securities Purchase and Sale Agreement (the "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 $9,898,836
in aggregate principal amount of Notes from the Holders for 84,762 shares of
6.50% Series A Perpetual Cumulative Convertible Preferred Stock (the "Preferred
Stock") and $1,887,263.72 in cash. The transactions contemplated by the Purchase
Agreement 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 4(a)(2) thereof.

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

Item 3.02. Unregistered Sales of Equity Securities.



On January 2, 2020, in connection with the Purchase Agreement, the Company
repurchased $9,898,836 in aggregate principal amount of Notes from the Holders
and issued 84,762 shares of Preferred Stock to the Holders. The shares of
Preferred Stock were issued in reliance upon an exemption from the registration
requirements of the Securities Act pursuant to Section 4(a)(2) thereof. The
information set forth under Item 1.01 regarding the transactions contemplated by
the Purchase Agreement 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 2, 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.

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 December 30, 2019,
                            among Northern Oil and Gas, Inc. and the other signatories thereto.



* 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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