Initial Statement of Beneficial Ownership (3)
August 29 2013 - 5:22PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Dana Martin W
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2. Date of Event Requiring Statement (MM/DD/YYYY)
8/27/2013
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3. Issuer Name
and
Ticker or Trading Symbol
NORTHWEST PIPE CO [NWPX]
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(Last)
(First)
(Middle)
5721 SE COLUMBIA WAY SUITE 200
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
___
X
___ Officer (give title below)
_____ Other (specify below)
Exec VP, Tubular Products /
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(Street)
VANCOUVER, WA 98661
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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4159
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(2)
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(2)
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Common Stock
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488
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(1)
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D
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Restricted Stock Units
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(3)
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(3)
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Common Stock
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764
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(1)
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D
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Restricted Stock Units
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(4)
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(4)
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Common Stock
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1046
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(1)
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D
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Performance Shares
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(5)
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(5)
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Common Stock
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976
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(5)
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D
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Performance Shares
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(6)
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(6)
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Common Stock
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1147
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(6)
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D
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Performance Shares
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(7)
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(7)
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Common Stock
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2293
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(7)
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D
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Performance Shares
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(8)
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(8)
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Common Stock
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3139
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(8)
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D
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Explanation of Responses:
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(
1)
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Each Restricted Stock Unit represents a contingent right to receive one share of Northwest Pipe Company common stock.
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(
2)
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The Restricted Stock Units vest on January 1, 2014.
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(
3)
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The Restricted Stock Units vest in installments as follows: 1/2 on January 1, 2014 and 1/2 on January 1, 2015.
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(
4)
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The Restricted Stock Units vest in installments as follows: 1/3 on January 15, 2014, 1/3 on January 15, 2015 and 1/3 or January 15, 2016.
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(
5)
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The Performance Shares vest on January 1, 2014 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 shareholder return for 2011-2013 relative to the total shareholder return of a peer group over the same period.
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(
6)
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The Performance Shares vest on January 1, 2014 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 shareholder return for 2012-2013 relative to the total shareholder return of a peer group over the same period.
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(
7)
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The Performance Shares vest on January 1, 2015 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 shareholder return for 2012-2014 relative to the total shareholder return of a peer group over the same period.
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(
8)
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The Performance Shares vest on January 15, 2016 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 shareholder return for 2013-2015 relative to the total shareholder return of a peer group over the same period.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Dana Martin W
5721 SE COLUMBIA WAY SUITE 200
VANCOUVER, WA 98661
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Exec VP, Tubular Products
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Signatures
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Martin Dana
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8/27/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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