SEC Form 4 · accession 0001140361-18-009873
NORTHWEST NATURAL GAS CO · NWN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
MardiLyn Saathoff
Officer — SVP, General Counsel & Reg.
Period of report
Feb 21, 2018
Accepted (ET)
Feb 23, 2018 · 4:33 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 | Feb 21, 2018 | A | 939 | $0.00 | A | 5,190 | D | |
| Common StockF3,F4,F5 | Feb 21, 2018 | A | 446 | $0.00 | A | 5,775 | I | See Footnote |
| Common StockF6,F4,F5 | Feb 21, 2018 | A | 1,771 | $0.00 | A | 7,546 | I | See Footnote |
| Common StockF7 | holding | — | — | — | 1,063 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares are issuable as a result of satisfaction of the performance threshold for 2017 under restricted stock unit awards. Organization and Executive Compensation Committee certification of the satisfaction of the performance threshold occurred on the transaction date.
- F2Includes 1,549 of 3,100 time-based restricted stock units (RSUs) granted under issuer's Long Term Incentive Plan. The 3,100 RSUs vest in three installments: 775 shares on each March 1, 2019 and 2020, and 1,550 shares on March 1, 2021. Pursuant to reporting person's previous election, only 50% of the shares received upon vesting of the RSUs, or an aggregate of 1,549 shares, will be directly issued to the reporting person, with the balance being credited to the reporting person's account under the issuer's Deferred Compensation Plan for Directors and Executives.
- F3Shares are issuable as a result of satisfaction of the performance threshold for 2017 under restricted stock unit awards, and credited to reporting person's account under the issuer's Deferred Compensation Plan for Directors and Executives pursuant to a prior election. Organization and Executive Compensation Committee certification of the satisfaction of the performance threshold occurred on the transaction date.
- F4Includes 1,551 of 3,100 time-based restricted stock units (RSUs) granted under issuer's Long Term Incentive Plan. The 3,100 RSUs vest in three installments: 775 shares on each March 1, 2019 and 2020, and 1,550 shares on March 1, 2021. Reporting person has previously elected that 50% of shares received on vesting of RSUs, or an aggregate of 1,551 shares, will be deferred under the issuer's Deferred Compensation Plan for Directors and Executives.
- F5Shares have been credited to reporting person's account under the issuer's Deferred Compensation Plan for Directors and Executives.
- F6Shares are issuable as a result of satisfaction of performance goals for 2015-2017 under a performance share award, and credited to reporting person's account under the issuer's Deferred Compensation Plan for Directors and Executives pursuant to a prior election. Organization and Executive Compensation Committee certification of the award payout level occurred on the transaction date.
- F7Shares held in reporting person's account under issuer's Retirement K Savings Plan as of January 31, 2018.