FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Kendrick Megan A.
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/26/2020 

3. Issuer Name and Ticker or Trading Symbol

NORTHWEST PIPE CO [NWPX]
(Last)        (First)        (Middle)

201 NE PARK PLAZA DRIVE, SUITE 100
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
VP of Human Resources /
(Street)

VANCOUVER, WA 98684      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 485 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock  (1) (1)Common Stock 566  (2)D  
Performance Shares  (3) (3)Common Stock 2547 (4) (4)D  

Explanation of Responses:
(1) The Restricted Stock Units vest in installments as follows: 1/3 on January 15, 2020, 1/3 on January 15, 2021 and 1/3 on January 17, 2022.
(2) Each Restricted Stock Unit represents a contingent right to receive one share of Northwest Pipe Company common stock.
(3) Performance shares vest in installments as follows: 2/3 March 31, 2020 and 1/3 March 31, 2021.
(4) Performance Shares vest in an amount ranging from 0-150% 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Kendrick Megan A.
201 NE PARK PLAZA DRIVE
SUITE 100
VANCOUVER, WA 98684


VP of Human Resources

Signatures
/s/ Megan Kendrick3/30/2020
**Signature of Reporting PersonDate

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