SEC Form 4 · accession 0001567619-18-001408
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
Aug 16, 2018
Accepted (ET)
Aug 17, 2018 · 6:44 pm EDT
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 | Aug 16, 2018 | M | 2,000 | $41.15 | A | 6,922 | D | |
| Common StockF2,F1 | Aug 16, 2018 | S | 2,000 | $64.908 | D | 4,922 | D | |
| Common StockF3 | holding | — | — | — | 1,160 | I | See Footnote | |
| Common StockF4,F5 | holding | — | — | — | 7,638 | 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 BuyF7,F6 | $41.15 | Aug 16, 2018 | M | 2,000 | D | — | Mar 4, 2019 | Common Stock | 2,000 | 0 | D |
Explanation of responses
- F1Includes 1,549 of 3,100 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.
- F2This transaction was executed in multiple trades on reported date with prices ranging from $64.90 - $64.95, resulting in an average price of $64.9080. Northwest Natural Gas Company ("Issuer") 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.
- F3Shares held in reporting person's account under Issuer's Retirement K Savings Plan as of July 31, 2018.
- F4Includes 1,551 of 3,100 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.
- F6The option vested in four equal installments on February 25, 2010, and January 1, 2011, 2012 and 2013.
- F7Option was granted as part of compensation for services. The option was exercised as a cashless exercise.