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 OR 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)
11/07/2011
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 11/07/2011 M 6,000 A $31.34 25,428.851 (1) D
Common Stock 11/07/2011 S 4,773 D $46.1956 (2) 20,655.851 D
Common Stock 3,197.1032 I See Footnote (3)
Common Stock 2,162.195 I See Footnote (4)
Common Stock 200 I See Footnote (5)
Common Stock 570 I See Footnote (6)
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 to Buy $31.34 11/07/2011 M 6,000 01/01/2007 03/04/2014 Common Stock 6,000 $0 0 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 7,000 7,000 D
Employee Stock Option to Buy $43.29 (9) 03/06/2018 Common Stock 8,000 8,000 D
Employee Stock Option to Buy $41.15 (10) 03/04/2019 Common Stock 25,000 25,000 D
Employee Stock Option to Buy $44.25 (11) 03/02/2020 Common Stock 30,000 30,000 D
Employee Stock Option to Buy $45.74 (12) 03/02/2021 Common Stock 30,000 30,000 D
Explanation of Responses:
1. Gregg S. Kantor exercised an option to purchase 6,000 shares at $31.34 each and then sold 4,773 of those shares at an average price of $46.1956 each on November 7, 2011 to generate the proceeds required to purchase 1,227 shares of the Company stock. Mr. Kantor now directly or indirectly holds a total of 26,785.1492 shares in his accounts.
2. The sale of Northwest Natural Gas Company stock took place in 56 separate broker transactions occuring on November 7, 2011. The price in column 4 represents the weighted average sale price for the transactions reported on this line. The range of prices for these transactions was $46.15 - $46.23. Northwest Natural Gas Company will provide, upon request by the Commission staff or a security holder of Northwest Natural Gas Company, full information regarding the number of shares purchased or sold at each separate price.
3. Held in reporting person's account under issuer's Retirement K Savings Plan as of October 31, 2011.
4. Shares have been credited to reporting person's account under the issuer's Deferred Compensation Plan for Directors and Executives.
5. Shares held in reporting person's parent's account, with respect to which the reporting person is Power of Attorney and a potential beneficiary.
6. Held in reporting person's parent's IRA account, with respect to which the reporting person is Power of Attorney and a potential beneficiary.
7. 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.
8. Option was granted for 7,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option fully vested on January 1, 2011.
9. 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.
10. 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.
11. 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.
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 23, 2012 and January 1, 2013, 2014 and 2015.
Remarks:
Shawn M. Filippi, Attorney-in-Fact 11/09/2011
** Signature of Reporting Person Date
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