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)
12/07/2012
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 12/07/2012 G V 292 D $0 23,318.5922 (1) D
Common Stock 01/17/2013 J V 391 (2) D $0 2,606.262 I See Footnote (3)
Common Stock 01/17/2013 J V 391 (2) A $0 23,709.5922 D
Common Stock 01/17/2013 S 208 (4) D $43.6664 2,398.262 I See Footnote (3)
Common Stock 3,421.8466 I See Footnote (5)
Common Stock 200 I See Footnote (6)
Common Stock 570 I See Footnote (7)
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 $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
Employee Stock Option to Buy $45.74 (13) 03/02/2021 Common Stock 30,000 30,000 D
Explanation of Responses:
1. Balance includes 483 ESPP shares allocated on 12/31/2012.
2. Shares were transferred from Deferred Compensation Plan for Directors and Executives account to reporting person's registered account.
3. Shares have been credited to reporting person's account under the issuer's Deferred Compensation Plan for Directors and Executives.
4. These shares were issued in connection with the Reporting Person's elections on 12/5/2008 (for shares acquired in 2008) and on 12/8/2008 (for shares acquired in 2009) to participate in Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives (DCP), which specifies that taxes shall be withheld from distributions. Pursuant to the Plan and the Reporting Person's elections on the dates stated hereinabove, these shares were sold to pay taxes on the DCP distribution made on 1/17/2013.
5. Held in reporting person's account under issuer's Retirement K Savings Plan as of December 31, 2012.
6. Shares held in reporting person's parent's account, with respect to which the reporting person is Power of Attorney and a potential beneficiary.
7. Held in reporting person's parent's IRA account, with respect to which the reporting person is Power of Attorney and a potential beneficiary.
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 fully vested on January 1, 2011.
10. Option was granted for 8,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option fully vested on January 1, 2012.
11. Option was granted for 25,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option fully vested on January 1, 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.
13. 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 01/22/2013
** 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).
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