Eric Stokes Form 4 NORTHWEST PIPE / Eric Stokes 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^*

Stokes Eric

(Last) (First) (Middle)

201 NE PARK PLAZA DRIVE

SUITE 100

(Street)

VANCOUVER WA 98684

(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)
SVP/GM of Engineered SPP

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2024

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	01/15/2024		M		579	A	(1)	18,458	D
Common Stock	01/15/2024		F		258	D	$28.84(2)	18,200	D
Common Stock	01/15/2024		M		755	A	(1)	18,955	D
Common Stock	01/15/2024		F		337	D	$28.84(2)	18,618	D
Common Stock	01/15/2024		M		961	A	(1)	19,579	D
Common Stock	01/15/2024		F		429	D	$28.84(2)	19,150	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock	(3)	01/15/2024		M			579	(4)	(4)	Common Stock	579	(3)	4,391	D
Restricted Stock	(3)	01/15/2024		M			755	(5)	(5)	Common Stock	755	(3)	3,636	D
Restricted Stock	(3)	01/15/2024		M			961	(6)	(6)	Common Stock	961	(3)	2,675	D
Performance Shares	(7)							(8)	(8)	Common Stock	14,913(7)		14,913	D

Explanation of Responses:

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

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

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

4. The Restricted Stock Units vest in installments as follows: 1/3 on January 17, 2022, 1/3 on January 16, 2023 and 1/3 on January 15, 2024.

5. The Restricted Stock Units vest in installments as follows: 1/3 on January 16, 2023, 1/3 on January 15, 2024 and 1/3 on January 15, 2025.

6. The Restricted Stock Units vest in installments as follows: 1/3 on January 15, 2024, 1/3 on January 15, 2025 and 1/3 on January 15, 2026.

7. Performance Shares vest 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 EBITDA margin over the measurement period.

8. The Performance Shares vest in installments in March of 2024, 2025 and 2026.

	/s/ Eric Stokes	01/17/2024
	** 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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