SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DEGRAFFENREIDT JAMES H JR

(Last) (First) (Middle)
101 CONSTITUTION AVENUE, NW

(Street)
WASHINGTON DC 20080

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WGL HOLDINGS INC [ WGL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/14/2006 M 25,895 A $22.62 100,749.504(1) D
Common Stock 11/14/2006 M 23,109 A $27.12 123,858.504(1) D
Common Stock 11/14/2006 M 26,791 A $26.88 150,649.504(1) D
Common Stock 11/14/2006 S 75,795 D $32.814 74,854.504(1) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $22.62 11/14/2006 M 25,895 03/31/2002 03/31/2009 Common Stock 25,895 $0.00 0 D
Employee Stock Option (right to buy) $27.12 11/14/2006 M 23,109 09/30/2002 09/30/2009 Common Stock 23,109 $0.00 0 D
Employee Stock Option (right to buy) $26.88 11/14/2006 M 26,791 09/30/2003 09/30/2010 Common Stock 26,791 $0.00 0 D
Employee Stock Option (right to buy) $26.89 09/30/2004 09/30/2011 Common Stock 52,501 52,501 D
Employee Stock Option (right to buy) $23.91 10/01/2005 10/01/2012 Common Stock 71,863 71,863 D
Employee Stock Option (right to buy) $27.58 10/01/2006 10/01/2013 Common Stock 95,799 95,799 D
Employee Stock Option (right to buy) $28.26 10/01/2007 10/01/2014 Common Stock 96,224 96,224 D
Employee Stock Option (right to buy) $32.13 10/01/2008 10/01/2015 Common Stock 87,635 87,635 D
Employee Stock Option (right to buy) $31.34 10/01/2009 10/01/2016 Common Stock 116,465 116,465 D
Explanation of Responses:
1. This total includes shares acquired through reinvestment of dividends under the company's dividend reinvestment and common stock purchase plan.
Remarks:
James H. DeGraffenreidt, Jr. By Douglas V. Pope, pursuant to written authorization filed with the Commission. 11/15/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.