NWPX Northwest Pipe Co

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 * Smith William M	2. Issuer Name and Ticker or Trading Symbol NORTHWEST PIPE CO [ NWPX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Exec VP, Water Transmission
(Last)          (First)          (Middle) 201 NE PARK PLAZA DRIVE, SUITE 100	3. Date of Earliest Transaction (MM/DD/YYYY) 3/31/2020
(Street) VANCOUVER, WA 98684 (City)        (State)        (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	3/31/2020		M		7558	A	(1)	30442	D
Common Stock	3/31/2020		F		2974 (2)	D	$22.25	27468	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Restricted Stock	(1)							(3)	(3)	Common Stock	4483		4483	D
Performance Shares	(4)	3/31/2020		M			5557	(5)	(5)	Common Stock	7558	(4)	10672	D

Explanation of Responses:
(1)	Each Restricted Stock Unit represents a contingent right to receive one share of Northwest Pipe Company common stock.
(2)	Represents shares withheld by the issuer for payment of taxes incurred upon vesting event consistent with company policy.
(3)	The Restricted Stock Units vest in installments in January of 2021, 2022 and 2023.
(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.
(5)	Performance Shares vest in installments as follows: 2/3 on March 31, 2020 and 1/3 on March 31, 2021.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Smith William M 201 NE PARK PLAZA DRIVE SUITE 100 VANCOUVER, WA 98684			Exec VP, Water Transmission

Signatures
/s/ William M. Smith		4/2/2020
**Signature of Reporting Person		Date