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*
ANDERSON DAVID HUGO

(Last) (First) (Middle)
220 NW SECOND AVENUE

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
01/17/2013
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 01/17/2013 J V 2,003 (1) D $0 1,059.699 I See Footnote (2)
Common Stock 01/17/2013 J V 2,003 (1) A $0 42,297.498 D
Common Stock 01/17/2013 S 0.699 (3) D $44.4 1,059 I See Footnote (2)
Common Stock 01/17/2013 S 1,059 (4) D $43.7206 0 I See Footnote (2)
Common Stock 608.0922 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option to Buy $32.02 (6) 09/27/2014 Common Stock 16,000 16,000 D
Employee Stock Option to Buy $34.29 (7) 02/29/2016 Common Stock 8,000 8,000 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 8,000 8,000 D
Employee Stock Option to Buy $44.25 (11) 03/02/2020 Common Stock 8,000 8,000 D
Employee Stock Option to Buy $45.74 (12) 03/02/2021 Common Stock 11,000 11,000 D
Explanation of Responses:
1. Shares were transferred from Deferred Compensation Plan for Directors and Executives account to reporting person's registered account.
2. Reflects shares that have been credited to reporting person's account under the issuer's Deferred Compensation Plan for Directors and Executives.
3. This fractional share was issued in connection with the Reporting Person's election on November 15, 2010 to participate in the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives.
4. These shares were issued in connection with the Reporting Person's election on 11/15/2010 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 election on 11/15/2010, these shares were sold to pay taxes on the DCP distribution made on 1/17/2013.
5. Shares have been credited to reporting person's account under the issuer's Retirement K Savings Plan as of December 31, 2012.
6. Option was granted for 16,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option fully vested on January 1, 2007.
7. 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, 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 fully vested on January 1, 2012.
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, 2013.
11. 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 24, 2011 and January 1, 2012, 2013 and 2014.
12. Option was granted for 11,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option vests in installments of 2,750 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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