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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who 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 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option to Buy | $ 51.09 | (6) | 09/29/2018 | Common Stock | 5,000 | 5,000 | D | ||||||||
| Employee Stock Option to Buy | $ 41.15 | (7) | 03/04/2019 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Employee Stock Option to Buy | $ 44.25 | (8) | 03/02/2020 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Employee Stock Option to Buy | $ 45.74 | (9) | 03/02/2021 | Common Stock | 3,000 | 3,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Saathoff MardiLyn 220 NW SECOND AVENUE PORTLAND, OR 97209 |
VP, CGO & Corporate Secretary | |||
| Shawn M. Filippi, Attorney-in-Fact | 03/01/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Shares are issuable as a result of satisfaction of performance goals for 2010-2012 under a performance share award. Organization and Executive Compensation Committee certification of the award payout level occurred on the transaction date. |
| (2) | Shares are issuable as a result of satisfaction of performance goals for 2010-2012 under a performance share award, and credited to reporting person's account under the issuer's Deferred Compensation Plan for Directors and Executives pursuant to a prior election. Organization and Executive Compensation Committee certification of the award payout level occurred on the transaction date. |
| (3) | Shares have been credited to reporting person's account under the issuer's Deferred Compensation Plan for Directors and Executives. |
| (4) | Shares are issuable as a result of satisfaction of the performance threshold for 2012 under restricted stock unit awards. Organization and Executive Compensation Committee certification of the satisfaction of the performance threshold occurred on the transaction date. |
| (5) | Shares held in reporting person's account under Northwest Natural Gas Company's Retirement K Savings Plan as of January 31, 2013. |
| (6) | Option was granted for 5,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option fully vested on January 1, 2012. |
| (7) | Option was granted for 2,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option fully vested on January 1, 2013. |
| (8) | Option was granted for 2,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option vests in installments of 500 shares on each of February 24, 2011 and January 1, 2012, 2013 and 2014. |
| (9) | Option was granted for 3,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option vests in installments of 750 shares on each of February 23, 2012 and January 1, 2013, 2014 and 2015. |