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 | |||||||
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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 Robert C. Rowe | (b) RELATIONSHIP TO ISSUER CEO and DIRECTOR | (c) ADDRESS STREET CITY STATE ZIP CODE 3010 W. 69TH STREET, SIOUX FALLS, SD 57108 |
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 | 4,300 | $298,678 (1) | 50,442,932 (2) | 8/6/19 | NYSE |
(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 |
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 | 02/12/2019 | Restricted stock vesting | NorthWestern Corporation | 14,130 | 2/12/2019 | Incentive compensation |
Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount of Securities Sold | Gross Proceeds |
Robert C. Rowe NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD 57108 | Common Stock | 6/13/2019 | 1,500 | $108,855 |
(1) | Based on NorthWestern Corporation common stock closing price of $69.46 on August 2, 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. |
August 5, 2019 | /s/ Robert C. Rowe | ||
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) |