SEC Form 4 · accession 0001140361-16-056118
NORTHWEST NATURAL GAS CO · NWN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregg S Kantor
Officer — CEO · Director
Period of report
Feb 29, 2016
Accepted (ET)
Mar 2, 2016 · 7:27 pm 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 Stock | Feb 29, 2016 | M | 25,000 | $41.15 | A | 73,340 | D | |
| Common StockF1 | Feb 29, 2016 | S | 25,000 | $50.1509 | D | 48,340 | D | |
| Common StockF2 | Mar 2, 2016 | F | 1,624 | $49.44 | D | 46,716 | D | |
| Common StockF3 | Mar 2, 2016 | F | 719 | $49.44 | D | 45,997 | D | |
| Common StockF4 | holding | — | — | — | 7,547 | I | See Footnote | |
| Common StockF5 | holding | — | — | — | 4,130 | 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 BuyF9,F8 | $41.15 | Feb 29, 2016 | M | 25,000 | D | — | Mar 4, 2019 | Common Stock | 25,000 | 0 | D |
Explanation of responses
- F1This transaction reflects the sale of stock acquired on exercise of a stock option. This transaction was executed in multiple trades on reported date with prices ranging from $50.00 to $50.48, resulting in an average price of $50.1509. Northwest Natural Gas Company will provide upon request by the Commission staff or 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 26, 2016.
- 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 26, 2016.
- 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 29, 2016.
- 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 vested in four equal installments on February 25, 2010, and January 1, 2011, 2012, and 2013.
- F9Option was granted as part of compensation for services. The option was exercised in a cashless exercise.