SEC FORM 4

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^*

KANTOR GREGG S

(Last)

(First)

(Middle)

220 NW SECOND AVE

(Street)

PORTLAND

97209

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTHWEST NATURAL GAS CO [ NWN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/09/2010		M		2,000	A	$26.3	19,185.3744⁽¹⁾	D
Common Stock	08/09/2010		S		1,417	D	$48.09	17,768.3744	D
Common Stock								2,989.9408	I	See Footnote⁽²⁾
Common Stock								1,685.306	I	See Footnote⁽³⁾
Common Stock								200	I	See Footnote⁽⁴⁾
Common Stock								270	I	See Footnote⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option to Buy	$26.3	08/09/2010		M			2,000	⁽⁶⁾	03/05/2012	Common Stock	2,000	$0	0	D
Employee Stock Option to Buy	$31.34							⁽⁷⁾	03/04/2014	Common Stock	6,000		6,000	D
Employee Stock Option to Buy	$34.29							⁽⁸⁾	02/29/2016	Common Stock	3,000		3,000	D
Employee Stock Option to Buy	$44.48							⁽⁹⁾	02/28/2017	Common Stock	7,000		7,000	D
Employee Stock Option to Buy	$43.29							⁽¹⁰⁾	03/06/2018	Common Stock	8,000		8,000	D
Employee Stock Option to Buy	$41.15							⁽¹¹⁾	03/04/2019	Common Stock	25,000		25,000	D
Employee Stock Option to Buy	$44.25							⁽¹²⁾	03/02/2020	Common Stock	30,000		30,000	D

Explanation of Responses:

1. Gregg S. Kantor exercised an option to purchase 2,000 shares at $26.30 each and then sold 1,417 of those shares at an average price of $48.09 each on August 9, 2010 to generate the proceeds required to purchase 583 shares of the Company stock. Mr. Kantor now directly or indirectly holds a total of 22,913.6212 shares.

2. Held in reporting person's account under issuer's Retirement K Savings Plan as of July 31, 2010.

3. Shares have been credited to reporting person's account under the issuer's Deferred Compensation Plan for Directors and Executives.

4. Shares held in reporting person's parent's account, with respect to which the reporting person is Power of Attorney and a potential beneficiary.

5. Shares held in reporting person's parent's IRA account, with respect to which the reporting person is Power of Attorney and a potential beneficiary.

6. Option was granted for 5,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option fully vested on January 1, 2005. This is the same option referred to in Footnote 1.

7. Option was granted for 6,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option fully vested on January 1, 2007.

8. Option was granted for 3,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option fully vested on January 1, 2010.

9. Option was granted for 7,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option vests in installments of 1,750 shares on each February 21, 2008 and January 1, 2009, 2010, and 2011.

10. Option was granted for 8,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option vests in installments of 2,000 shares on each February 27, 2009 and January 1, 2010, 2011, and 2012.

11. Option was granted for 25,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option vests in installments of 6,250 shares on each February 25, 2010 and January 1, 2011, 2012, and 2013.

12. Option was granted for 30,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option vests in installments of 7,500 shares on each February 24, 2011 and January 1, 2012, 2013, and 2014.

Remarks:

	MardiLyn Saathoff, Attorney-in-Fact	08/10/2010
	** Signature of Reporting Person	Date
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