Northwest Natural Holding Form 4 NORTHWEST NATURAL GAS / JON G HUDDLESTON 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^*

HUDDLESTON JON G

(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)
VP, Eng. & Utility Operations

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2018

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	08/23/2018		M		1,500	A	$44.25	2,870.3916	D
Common Stock	08/23/2018		S		1,500	D	$63.6037(1)	1,370.3916	D
Common Stock	08/23/2018		M		2,000	A	$45.74	3,370.3916	D
Common Stock	08/23/2018		S		2,000	D	$63.6037(1)	1,370.3916	D
Common Stock								14.885	I	See Footnote(2)

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	$44.25	08/23/2018		M			1,500	(3)	03/02/2020	Common Stock	1,500	$0(5)	0	D
Employee Stock Option to Buy	$45.74	08/23/2018		M			2,000	(4)	03/02/2021	Common Stock	2,000	$0(5)	0	D

Explanation of Responses:

1. This transaction was executed in multiple trades for an aggregate of 3,500 shares on reported dated with prices ranging from $63.50 - $63.70, resulting in an average price of $63.6037. Northwest Natural Gas Company ("Issuer") will provide upon request by the Commission staff or a security holder of the Issuer full information regarding the number of shares purchased or sold at each separate price.

2. Shares held in reporting person's account in Issuer's Retirement K Savings Plan as of July 31, 2018.

3. The option vested in four equal installments on each of February 24, 2011, and January 1, 2012, 2013 and 2014.

4. The option vested in four equal installments on each of February 23, 2012, and January 1, 2013, 2014 and 2015.

5. Option was granted as part of compensation for services. The option was exercised as a cashless exercise.

	Shawn M. Filippi, Attorney-in-Fact	08/24/2018
	** 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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