Lea Anne Doolittle Form 4 NORTHWEST NATURAL GAS / LEA ANNE DOOLITTLE ownership change

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^*

DOOLITTLE LEA ANNE

(Last) (First) (Middle)

220 NW SECOND AVENUE

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Adm. Officer & SVP

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2017

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	03/13/2017		M(1)		1,200	A	$43.29	1,589.1978	I	See Footnote(2)
Common Stock	03/13/2017		S(1)		1,200	D	$58	389.1978	I	See Footnote(2)
Common Stock	03/13/2017		M(1)		1,000	A	$41.15	1,389.1978	I	See Footnote(2)
Common Stock	03/13/2017		S(1)		1,000	D	$58	389.1978	I	See Footnote(2)
Common Stock	03/13/2017		M(1)		1,000	A	$44.25	1,389.1978	I	See Footnote(2)
Common Stock	03/13/2017		S(1)		1,000	D	$58	389.1978	I	See Footnote(2)
Common Stock								329.5493	I	See Footnote(3)
Common Stock								8,520.6124	I	See Footnote(4)
Common Stock								1,930.2052	D
Common Stock								3,227.664	I	See Footnote(5)
Common Stock								541.039	I	See Footnote(6)

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	$43.29	03/13/2017		M			1,200	(7)	03/06/2018	Common Stock	1,200	$0(1)	0	I	See Footnote(1)
Employee Stock Option to Buy	$41.15	03/13/2017		M			1,000	(8)	03/04/2019	Common Stock	1,000	$0(1)	0	I	See Footnote(1)
Employee Stock Option to Buy	$44.25	03/13/2017		M			1,000	(9)	03/02/2020	Common Stock	1,000	$0(1)	0	I	See Footnote(1)

Explanation of Responses:

1. Option of the reporting person's spouse was granted as part of compensation for services. The option was exercised by the reporting person's spouse in a cashless exercise on March 13, 2017.

2. Shares are held in account of reporting person's spouse.

3. Shares are held in reporting person's spouse's account under Issuer's Retirement K Savings Plan as of February 28, 2017.

4. Shares are held in reporting person's account under Issuer's Retirement K Savings Plan as of February 28, 2017.

5. Reflects shares that have been credited to reporting person's account under the Issuer's Deferred Compensation Plan for Directors and Executives.

6. Reflects shares that have been credited to reporting person's account under the Issuer's Executive Deferred Compensation Plan.

7. The option of the reporting person's spouse vested in four equal installments on February 27, 2009, and January 1, 2010, 2011, and 2012.

8. The option of the reporting person's spouse vested in four equal installments on February 25, 2010, and January 1, 2011, 2012 and 2013.

9. The option of the reporting person's spouse vested in four equal installments on February 24, 2011, and January 1, 2012, 2013 and 2014.

	Shawn M. Filippi, Attorney-in-Fact	03/15/2017
	** 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).
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