SEC FORM 4

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^*

Dana Martin W

(Last)

(First)

(Middle)

5721 SE COLUMBIA WAY SUITE 200

(Street)

VANCOUVER

98661

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTHWEST PIPE CO [ NWPX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP, Sales & Marketing

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/01/2015		M		382	A	⁽¹⁾	6,942	D
Common Stock	01/01/2015		F		159⁽⁵⁾	D	$30.12	6,783	D
Common Stock	01/01/2015		M		1,353	A	⁽⁴⁾	8,136	D
Common Stock	01/01/2015		F		563⁽⁵⁾	D	$30.12	7,573	D
Common Stock	01/15/2015		M		349	A	⁽²⁾	7,922	D
Common Stock	01/15/2015		F		145⁽⁵⁾	D	$22.69	7,777	D
Common Stock	01/15/2015		M		606	A	⁽³⁾	8,383	D
Common Stock	01/15/2015		F		252⁽⁵⁾	D	$22.69	8,131	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁶⁾	01/01/2015		M			382	⁽⁷⁾	⁽⁷⁾	Common Stock	382	⁽⁶⁾	2,515	D
Performance Shares	⁽¹⁰⁾	01/01/2015		M			1,353	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,353	⁽¹⁰⁾	8,594	D
Restricted Stock Units	⁽⁶⁾	01/15/2015		M			349	⁽⁸⁾	⁽⁸⁾	Common Stock	349	⁽⁶⁾	2,166	D
Restricted Stock Units	⁽⁶⁾	01/15/2015		M			606	⁽⁹⁾	⁽⁹⁾	Common Stock	606	⁽⁶⁾	1,560	D

Explanation of Responses:

1. Represents shares acquired pursuant to vesting of Restricted Stock Units granted in 2012.

2. Represents shares acquired pursuant to vesting of Restricted Stock Units granted in 2013.

3. Represents shares acquried pursuant to vesting of Restricted Stock Units granted in 2014.

4. Represents shares acquired pursuant to vesting of Performance Shares granted in 2012.

5. Represents shares withheld by the issuer for payment of taxes incurred upon vesting event consistent with company policy.

6. Each Restricted Stock Unit represents a contingent right to receive one share of Northwest Pipe Company common stock.

7. The Restricted Stock Units vest in installments as follows: 1/3 on January 1, 2013, 1/3 on January 1, 2014 and 1/3 on January 1, 2015.

8. The Restricted Stock Units vest in installments as follows: 1/3 on January 15, 2014, 1/3 on January 15, 2015 and 1/3 on January 15, 2016.

9. The Restricted Stock Units vest in installments as follows: 1/3 on January 15, 2015, 1/3 on January 15, 2016 and 1/3 on January 15, 2017.

10. The Performance Shares vest on January 1, 2015 in an amount ranging from 0-200% to the extent such Performance Shares are earned. Performance Shares are earned based on Northwest Pipe Company's total shareholder return for 2012-2014 relative to the total shareholder return of a peer group over the same period.

Remarks:

	Martin Dana	01/20/2015
	** 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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