SEC Form 4 · accession 0001140361-15-010639
NORTHWEST NATURAL GAS CO · NWN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregg S Kantor
Officer — President & CEO · Director
Period of report
Mar 4, 2015
Accepted (ET)
Mar 6, 2015 · 11:28 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000073020
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 4, 2015 | F | 1,200 | $46.57 | D | 38,699 | D | |
| Common StockF2 | Mar 4, 2015 | F | 730 | $46.57 | D | 37,969 | D | |
| Common StockF3 | Mar 5, 2015 | M | 3,000 | $34.29 | A | 40,969 | D | |
| Common StockF3 | Mar 5, 2015 | S | 2,524 | $45.8558 | D | 38,445 | D | |
| Common StockF4 | holding | — | — | — | 5,634 | I | See Footnote | |
| Common StockF5 | holding | — | — | — | 3,920 | I | See Footnote | |
| Common StockF6 | holding | — | — | — | 200 | I | See Footnote | |
| Common StockF7 | holding | — | — | — | 570 | 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 BuyF8 | $34.29 | Mar 5, 2015 | M | 3,000 | D | Jan 1, 2010 | Feb 29, 2016 | Common Stock | 3,000 | 0 | D |
Explanation of responses
- F1Shares 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 27, 2015.
- F2Shares 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 27, 2015.
- F3Reporting person exercised an option to purchase 3,000 shares at $34.29 each and then sold 2,524 of those shares at prices ranging from $45.84 to $45.86, resulting in an average price of $45.8558 on March 5, 2015 to generate the proceeds required to purchase the remaining 476 shares of the Company common stock under the option.
- F4Shares have been credited to reporting person's account under the issuer's Deferred Compensation Plan for Directors and Executives.
- F5Shares held in reporting person's account under issuer's Retirement K Savings Plan as of February 28, 2015.
- F6Shares held in reporting person's parent's account, with respect to which the reporting person is Power of Attorney and a potential beneficiary.
- F7Shares held in reporting person's parent's IRA account, with respect to which the reporting person is Power of Attorney and a potential beneficiary.
- F8The option representing the right to purchase 3000 shares became exercisable in four equal installments beginning February 22, 2007, and ending January 1, 2010.