SEC Form 4 · accession 0001567619-19-006400
Northwest Natural Holding Co · NWN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Hugo Anderson
Officer — President & CEO · Director
Period of report
Mar 5, 2019
Accepted (ET)
Mar 7, 2019 · 5:03 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001733998
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 5, 2019 | M | 11,000 | $45.74 | A | 93,133 | D | |
| Common StockF1 | Mar 5, 2019 | S | 11,000 | $64.9353 | D | 82,133 | D | |
| Common Stock | Mar 5, 2019 | M | 8,000 | $44.25 | A | 90,133 | D | |
| Common StockF1 | Mar 5, 2019 | S | 8,000 | $64.9353 | D | 82,133 | D | |
| Common StockF2 | Mar 6, 2019 | F | 1,249 | $64.21 | D | 80,884 | D | |
| Common StockF3 | Mar 6, 2019 | F | 3,508 | $64.21 | D | 77,376 | D | |
| Common StockF4 | holding | — | — | — | 22,268 | I | See Footnote | |
| Common StockF5 | holding | — | — | — | 1,007 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option to BuyF6,F7 | $45.74 | Mar 5, 2019 | M | 11,000 | D | — | Mar 2, 2021 | Common Stock | 11,000 | 0 | D |
| Employee Stock Option to BuyF6,F8 | $44.25 | Mar 5, 2019 | M | 8,000 | D | — | Mar 2, 2020 | Common Stock | 8,000 | 0 | D |
Explanation of responses
- F1This transaction was executed in multiple trades for an aggregate of 19,000 shares on reported date with prices ranging from $64.34 to $65.59, resulting in an average price of $64.9353. Northwest Natural Holding Company ("Issuer") will provide upon request by the Commission staff of a security holder of the Issuer full information regarding the number of shares purchased or sold at each separate price.
- F2Shares were withheld by the issuer to cover withholding taxes on issuance of shares due to vesting of restricted stock units. Organization and Executive Compensation Committee certification of satisfaction of the performance threshold and vesting for these restricted stock units was reported on Form 4 filed on February 28, 2019.
- F3Shares were withheld by the issuer to cover withholding taxes on issuance of performance shares. Organization and Executive Compensation Committee certification of the payout of these performance shares was reported on Form 4 filed on February 28, 2019.
- F4Shares have been credited to reporting person's account under Northwest Natural Gas Company's Deferred Compensation Plan for Directors and Executives.
- F5Shares held in reporting person's account under Northwest Natural Gas Company's Retirement K Savings Plan as of February 28, 2019.
- F6Options were granted as part of compensation for services. The options were exercised as a cashless exercise.
- F7The options vested in four equal installments on each of February 23, 2012, and January 1, 2013, 2014 and 2015.
- F8The options vested in four equal installments on each of February 24, 2011, and January 1, 2012, 2013 and 2014.