UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13GA
Under the Securities Exchange Act of 1934
NORTHERN OIL & GAS, INC.
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(Name of Issuer)
Voting Shares of Common Stock
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(Title of Class of Securities)
665531109
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(CUSIP Number)
11/30/12
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Date of Event Which Requires Reporting
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 5 pages
CUSIP No. 665531109 Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
St. Denis J. Villere & Company, L.L.C.
I.R.S. Identification No. 72-0343760
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) / X /
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OR ORGANIZATION
Louisiana
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NUMBER OF 5. SOLE VOTING POWER
484,600
SHARES ---------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
2,616,007
OWNED BY ---------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
484,600
REPORTING ---------------------------------------------------------------
PERSON 8. SHARED DISPOSITIVE POWER
2,616,007
WITH ---------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,100,607 Shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
N/A
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.88%
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12. TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 pages
SCHEDULE 13GA
ITEM 1.
This Schedule 13GA relates to shares of the Voting Shares of Common Stock
(the "Shares") of NORTHERN OIL & GAS, INC. a Delaware corporation (the
"Issuer"),whose principal executive offices are located at 315 Manitoba Ave.
#200, Wayzata, MN 55391.
ITEM 2.
(a) - (c) The person filing this Schedule 13GA is St. Denis J.
Villere & Company, L.L.C., a Louisiana limited liability company ("Villere"),
with its principal business office located at 601 Poydras St. New Orleans, LA
70130.
(d) Title of Class of Securities: Voting Shares of Common Stock
(e) CUSIP Number: 665531109
ITEM 3.
Villere is filing this Schedule 13GA as an Investment Adviser
registered under Section 203 of the Investment Advisers Act of 1940.
ITEM 4. Ownership.
(a) - (c) As of 11/30/12, Villere was deemed to have or
share voting or dispositive power over, and therefore to own beneficially, the
number and percentage of Shares of the Issuer indicated below:
Number Percentage of Sole Shared Sole Shared
of Outstanding Voting Voting Dispositive Dispositive
Shares Shares Power Power Power Power
------ ------------- ------ --------- ------------ -----------
3,100,607 4.88% 484,600 2,616,007 484,600 2,616,007
Page 3 of 5 pages
ITEM 5. Ownership of Five Percent or Less of a Class.
Not Applicable
ITEM 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
ITEM 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not Applicable
ITEM 8. Identification and Classification of Members of the Group.
Not Applicable
ITEM 9. Notice of Dissolution of Group.
Not Applicable
ITEM 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Page 4 of 5 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: Dec 6, 2012
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ST. DENIS J. VILLERE & COMPANY, L.L.C.
By: /s/ George Young
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George Young
Member
Page 5 of 5 pages