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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Northwest Natural Holding Co [ NWN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/01/2024 | F | 152(1) | D | $36.74 | 2,206.6568(2) | D | |||
| Common Stock | 112.535(3) | I | See Footnote(4) | |||||||
| Common Stock | 219.39 | I | See Footnote(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Shares were withheld by the issuer to cover withholding taxes on issuance of shares due to vesting of 164 restricted stock units (RSUs) with performance threshold and vesting of 108 time-based RSUs . Organization and Executive Compensation Committee certification of the satisfaction of the performance threshold and vesting for 164 RSUs was reported on Form 4 filed on February 23, 2024. The 108 time-based RSUs are part of 300 time-based RSUs that have been reported as shares beneficially owned by the reporting person since initially reported on the reporting person's Form 3 on April 12, 2023. |
| 2. Includes 162 time-based RSUs granted under issuer's Long Term Incentive Plan. The RSUs vest in two installments: 108 shares on March 1, 2025 and 54 shares on March 1, 2026. |
| 3. Includes 18 time-based RSUs granted under issuer's Long Term Incentive Plan and 12 shares received upon vesting of time-based RSUs on March 1, 2024. The reporting person previously elected that shares received on vesting of such RSUs will be deferred under Northwest Natural Gas Company's Deferred Compensation Plan for Directors and Executives. The remaining RSUs will vest and be deferred in two installments: 12 shares on March 1, 2025 and 6 shares on March 1, 2026. These time-based RSUs are part of the 300 time-based RSUs that have been reported as shares beneficially owned by the reporting person since initially reported on the reporting person's Form 3 on April 12, 2023. |
| 4. Shares have been credited to reporting person's account under Northwest Natural Gas Company's Deferred Compensation Plan for Directors and Executives. |
| 5. Shares are held in reporting person's account under Northwest Natural Gas Company's Retirement K Savings Plan as of February 15, 2024. |
| Shawn M. Filippi, Attorney-in-Fact | 03/05/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||