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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 | $ 26.3 | 09/24/2010 | M | 5,000 | (7) | 03/05/2012 | Common Stock | 5,000 | $ 0 | 0 | D | ||||
| Employee Stock Option to Buy | $ 31.34 | (8) | 03/04/2014 | Common Stock | 5,000 | 5,000 | D | ||||||||
| Employee Stock Option to Buy | $ 34.29 | (9) | 02/29/2016 | Common Stock | 2,500 | 2,500 | D | ||||||||
| Employee Stock Option to Buy | $ 44.48 | (10) | 02/28/2017 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Employee Stock Option to Buy | $ 43.29 | (11) | 03/06/2018 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Employee Stock Option to Buy | $ 41.15 | (12) | 03/04/2019 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Employee Stock Option to Buy | $ 44.25 | (13) | 03/02/2020 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FELTZ STEPHEN P 220 NW SECOND AVE PORTLAND, OR 97209 |
Treasurer & Controller | |||
| Shawn M. Filippi, Attorney-in-Fact | 09/28/2010 | |
| **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) | Stephen P Feltz exercised an option to purchase 5,000 shares at $26.30 each and then sold 4,500 of those shares at an average price of $46.9124 each on September 24, 2010 and now directly and indirectly holds a total of 16,916.64 shares. |
| (2) | The sale of Northwest Natural Gas Company stock took place in 47 seperate broker transactions occurring on 9/24/2010. The price in column 4 represents the weighted average sale price for the transactions reported on this line. The range of prices for these transactions was $46.80 -$47.025. Northwest Natural Gas Company will provide upon request by the Commission staff or a security holder of Northwest Natural Gas Company full information regarding the number of shares purchased or sold at each separate price. |
| (3) | Mr. Feltz gifted 50 shares on June 18, 2010. This gift of shares will be reported on a Form 5 for the year ending 2010. |
| (4) | Held in reporting person's account in issuer's Retirement K Savings Plan as of August 31, 2010. |
| (5) | Held by reporting person as custodian under the Oregon Uniform Transfers to Minors Act for Grant M. Feltz. |
| (6) | Held by reporting person as custodian under the Oregon Uniform Transfers to Minors Act for Callista Feltz. |
| (7) | Option was granted for 5,000 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option fully vested January 1, 2005. |
| (8) | 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, 2007. |
| (9) | Option was granted for 2,500 shares pursuant to Northwest Natural Gas Company's Restated Stock Option Plan (the "Plan"). The option fully vested on January 1, 2010. |
| (10) | 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 February 21, 2008 and January 1, 2009, 2010, and 2011. |
| (11) | 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 February 27, 2009 and January 1, 2010, 2011, and 2012. |
| (12) | 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 February 25, 2010 and January 1, 2011, 2012, and 2013. |
| (13) | 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 February 24, 2011 and January 1, 2012, 2013, and 2014. |