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^*

DOOLITTLE LEA ANNE

(Last)

(First)

(Middle)

220 NW SECOND AVENUE

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2009

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	08/19/2009		S		2,000	D	$42.526	3,288.684	D
Common Stock								6,000.08	I	See Footnote⁽¹⁾
Common Stock								406.104	I	See Footnote⁽²⁾
Common Stock								609.258	I	See Footnote⁽³⁾
Common Stock								184.693	I	See Footnote⁽⁴⁾
Common Stock								61.8604	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	$31.34							⁽⁶⁾	03/04/2014	Common Stock	3,000		3,000	D
Employee Stock Option to Buy	$34.29							⁽⁷⁾	02/29/2016	Common Stock	3,000		3,000	D
Employee Stock Option to Buy	$44.48							⁽⁸⁾	02/28/2017	Common Stock	3,000		3,000	D
Employee Stock Option to Buy	$43.29							⁽⁹⁾	03/06/2018	Common Stock	4,000		4,000	D
Employee Stock Option to Buy	$41.15							⁽¹⁰⁾	03/04/2019	Common Stock	3,000		3,000	D
Employee Stock Option to Buy	$44.48							⁽¹¹⁾	02/28/2017	Common Stock	600		600	I	See Footnote⁽¹¹⁾
Employee Stock Option to Buy	$43.29							⁽¹²⁾	03/06/2018	Common Stock	1,200		1,200	I	See Footnote⁽¹²⁾
Employee Stock Option to Buy	$41.15							⁽¹³⁾	03/04/2019	Common Stock	1,000		1,000	I	See Footnote⁽¹³⁾

Explanation of Responses:

1. Held in reporting person's account under issuer's Retirement K Savings Plan as of July 31, 2009.

2. Shares have been credited to reporting person's account under the issuer's Executive Deferred Compensation Plan.

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

4. Held in account of reporting person's spouse.

5. Held in account of reporting person's spouse under the issuer's Retirement K Savings Plan as of July 31, 2009.

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 January 1, 2007.

7. Option was granted for 3,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option vests in installments of 750 shares on each February 22, 2007 and January 1, 2008, 2009, 2010.

8. Option was granted for 3,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option vests in installments of 750 shares on each February 21, 2008 and January 1, 2009, 2010, 2011.

9. Option was granted for 4,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option vests in installments of 1,000 shares on each February 27, 2009 and January 1, 2010, 2011, 2012.

10. Option was granted for 3,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option vests in installments of 750 shares on each February 25, 2010 and January 1, 2011, 2012, 2013.

11. Option for 600 shares was granted to reporting person's spouse pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option vests in installments of 150 shares on each February 21, 2008 and January 1, 2009, 2010, 2011.

12. Option for 1,200 shares was granted to reporting person's spouse pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option vests in installments of 300 shares on each February 27, 2009 and January 1, 2010, 2011, 2012.

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

Remarks:

	MardiLyn Saathoff, Attorney-in-Fact	08/21/2009
	** 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).
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