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)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/29/2016
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 02/29/2016 M 25,000 A $41.15 73,339.8224 D
Common Stock 02/29/2016 S 25,000 D $50.1509 (1) 48,339.8224 D
Common Stock 03/02/2016 F 1,624 (2) D $49.44 46,715.8224 D
Common Stock 03/02/2016 F 719 (3) D $49.44 45,996.8224 D
Common Stock 7,547.045 I See Footnote (4)
Common Stock 4,129.5714 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 $41.15 02/29/2016 M 25,000 (8) 03/04/2019 Common Stock 25,000 $0 (9) 0 D
Explanation of Responses:
1. This transaction reflects the sale of stock acquired on exercise of a stock option. This transaction was executed in multiple trades on reported date with prices ranging from $50.00 to $50.48, resulting in an average price of $50.1509. Northwest Natural Gas Company will provide upon request by the Commission staff or a security holder of the issuer full information regarding the number of shares purchased or sold at each separate price.
2. Shares were withheld by the issuer to cover withholding taxes on issuance of shares due to vesting of restricted stock units. Organization and Executive Compensation Committee certification of satisfaction of the performance threshold and vesting for these restricted stock units was reported on Form 4 filed on February 26, 2016.
3. Shares were withheld by the issuer to cover withholding taxes on issuance of performance shares. Organization and Executive Compensation Committee certification of the payout of these performance shares was reported on Form 4 filed on February 26, 2016.
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 account under issuer's Retirement K Savings Plan as of February 29, 2016.
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. 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.
8. The option vested in four equal installments on February 25, 2010, and January 1, 2011, 2012, and 2013.
9. Option was granted as part of compensation for services. The option was exercised in a cashless exercise.
Remarks:
Shawn M. Filippi, Attorney-in-Fact 03/02/2016
** 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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