SEC Form 4 · accession 0001140361-18-002069
NORTHWEST NATURAL GAS CO · NWN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark S Dodson
Director
Period of report
Jan 11, 2018
Accepted (ET)
Jan 16, 2018 · 6:16 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 StockF1,F2 | Jan 11, 2018 | J | 2,944 | $0.00 | D | 1,036 | I | See Footnote |
| Common StockF1,F3 | Jan 11, 2018 | J | 2,944 | $0.00 | A | 13,486 | I | By Trust |
| Common StockF4,F2 | Jan 11, 2018 | S | 0 | $58.30 | D | 1,036 | I | See Footnote |
| Common StockF5,F6,F2 | Jan 11, 2018 | S | 1,036 | $56.0531 | D | 0 | I | See Footnote |
| Common StockF7 | holding | — | — | — | 851 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares were distributed from Deferred Compensation Plan for Directors and Executives (DCP) account to a trust account for the benefit of the reporting person's spouse pursuant to reporting person's election on December 10, 2007 with regard to his election to participate in the DCP.
- F2Reflects shares that have been credited to reporting person's account under the issuer's DCP.
- F3These shares are held in a trust for the benefit of the reporting person's spouse. The filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- F4This fractional share was distributed in connection with the Reporting Person's election on December 10, 2007 to participate in the issuer's DCP. Distribution of fractional share was made in cash based on the closing market value on January 3, 2018.
- F5These shares were issued in connection with the Reporting Person's election on December 10, 2007 to participate in issuer's DCP, which specifies that taxes shall be withheld from distributions. Pursuant to the DCP and the Reporting Person's election on December 10, 2007, these shares were sold to pay taxes on the DCP distribution made on January 11, 2018.
- F6This transaction was executed in aggregate along with stock sales of other DCP participants who received DCP stock distributions on January 11, 2018 and elected that taxes be withheld (The Transaction). The Transaction was executed in multiple trades on reported date with prices ranging from $56.05 - $56.075, resulting in an average price of $56.0531. 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 sold at each separate price in the Transaction.
- F7Includes 328 restricted stock units (RSUs) granted in accordance with the Northwest Natural Gas Company Compensation Policy for Non-employee Directors. These RSUs vest on May 23, 2018.