0000073088-19-000096.txt : 20190725 0000073088-19-000096.hdr.sgml : 20190725 20190725170222 ACCESSION NUMBER: 0000073088-19-000096 CONFORMED SUBMISSION TYPE: 144 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190725 DATE AS OF CHANGE: 20190725 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWESTERN CORP CENTRAL INDEX KEY: 0000073088 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 460172280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 144 SEC ACT: 1933 Act SEC FILE NUMBER: 001-10499 FILM NUMBER: 19975113 BUSINESS ADDRESS: STREET 1: 3010 W 69TH STREET CITY: SIOUX FALLS STATE: SD ZIP: 57108 BUSINESS PHONE: 6059782908 MAIL ADDRESS: STREET 1: 3010 W 69TH STREET CITY: SIOUX FALLS STATE: SD ZIP: 57108 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWESTERN PUBLIC SERVICE CO DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWESTERN CORP CENTRAL INDEX KEY: 0000073088 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] RELATIONSHIP: OFFICER IRS NUMBER: 460172280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 144 BUSINESS ADDRESS: STREET 1: 3010 W 69TH STREET CITY: SIOUX FALLS STATE: SD ZIP: 57108 BUSINESS PHONE: 6059782908 MAIL ADDRESS: STREET 1: 3010 W 69TH STREET CITY: SIOUX FALLS STATE: SD ZIP: 57108 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWESTERN PUBLIC SERVICE CO DATE OF NAME CHANGE: 19920703 144 1 form144grahamejuly2019.htm 144 GRAHAME JULY 2019 Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
      Washington, D.C. 20549

FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
OMB APPROVAL
OMB Number: 3235-0101 Expires: May 31, 2017 Estimated average burden hours per response ...........1.00
SEC USE ONLY
DOCUMENT SEQUENCE NO.
CUSIP NUMBER
1 (a) NAME OF ISSUER (Please type or print)
NORTHWESTERN CORPORATION

(b) IRS IDENT. NO.
46-0172280

(c) S.E.C. FILE NO.
1-10499
 
WORK LOCATION
 
1 (d) ADDRESS OF ISSUER                                         STREET                                 CITY                              STATE                     ZIP
(e) TELEPHONE NO.
  3010 W. 69TH STREET, SIOUX FALLS, SD 57108
605
978-2900
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD                                                                         Heather H. Grahame
 
(b) RELATIONSHIP TO ISSUER
General Counsel and Vice President
(c) ADDRESS STREET    CITY    STATE    ZIP CODE
208 N. Montana Ave., Suite 205, Helena, MT 59601
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
3 (a)
Title of the Class of Securities To Be Sold
(b)
Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities
SEC USE ONLY
(c)
Number of Shares or Other Units To Be Sold
(See instr. 3(c))
(d)
Aggregate Market Value
(See instr. 3(d))
(e)
Number of Shares or Other Units Outstanding
(See instr. 3(e))
(f)
Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)
(g)
Name of Each Securities Exchange
(See instr. 3(g))

Broker-Dealer
File Number
Common Stock
Computershare, Inc.
PO Box 43078
Providence, RI 02940
 
3,600
$256,680 (1)
50,442,932 (2)
July 26, 2019
NYSE
INSTRUCTIONS:    3.     (a) Title of the class of securities to be sold
1. (a) Name of issuer        (b) Name and address of each broker through whom the securities are intended to be sold
(b) Issuer’s I.R.S. Identification Number        (c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
(c) Issuer’s S.E.C. file number, if any        (d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
(d) Issuer’s address, including zip code
(e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
(e) Issuer’s telephone number, including area code        (f) Approximate date on which the securities are to be sold
2 . (a) Name of person for whose account the securities are to be sold        (g) Name of each securities exchange, if any, on which the securities are intended to be sold
(b) Such person’s relationship to the issuer (e.g., officer, director, 10%
stockholder, or member of immediate family of any of the foregoing) (c) Such person’s address, including zip code
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.     SEC 1147 (08-07)




TABLE I -- SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
Title of the Class
Date you
Acquired
Nature of Acquisition Transaction
Name of Person from Whom Acquired
(If gift, also give date donor acquired)
Amount of Securities Acquired
Date of
Payment
Nature of Payment
Common Stock
2/25/19
Pursuant to employee compensation plan registered on Form S-8
NorthWestern Corporation
3,658
2/25/19
Incentive compensation
INSTRUCTIONS: If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
TABLE II -- SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
Name and Address of Seller
Title of Securities Sold
Date of Sale
Amount of
Securities Sold
Gross Proceeds
N/A
 
 
 
 
REMARKS:
(1)
Based on NorthWestern Corporation common stock closing price of $71.30 on July 24, 2019.
(2)
As reported in Form 10-Q filed July 23, 2019; outstanding as of July 19, 2019.
INSTRUCTIONS:
 
ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
 
 
July 25, 2019
 
/s/ Heather H. Grahame
 
DATE OF NOTICE
 
(SIGNATURE)
 
 
The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.
 
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
SEC 1147 (02-08)