Statement of Changes in Beneficial Ownership (4)
January 10 2022 - 10:16AM
Edgar (US Regulatory)
FORM 4
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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).
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
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1. Name and Address of Reporting Person
*
MONTROSS SCOTT J |
2. Issuer Name and Ticker or Trading Symbol
NORTHWEST PIPE CO
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NWPX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
201 NE PARK PLAZA DRIVE, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/6/2022 |
(Street)
VANCOUVER, WA 98684
(City)
(State)
(Zip)
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4. 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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/6/2022 | | S | | 200 (1) | D | $31.2727 (2) | 84654 | D | |
Common Stock | 1/7/2022 | | S | | 200 (1) | D | $30.29990 (3) | 84454 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | (4) | | | | | | | (5) | (5) | Common Stock | 14873 | | 14873 | D | |
Performance Shares | (6) | | | | | | | (7) | (7) | Common Stock | 36187 (6) | | 36187 | D | |
Explanation of Responses: |
(1) | Sale of stock pursuant to a 10b5-1 trading plan previously adopted by the Reporting Person. |
(2) | This transaction was executed in multiple trades at prices ranging from $31.27 to $31.80 per share. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(3) | This transaction was executed in multiple trades at prices ranging from $30.15 to $30.675 per share. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(4) | Each Restricted Stock Unit represents a contingent right to receive one share of Northwest Pipe Company common stock. |
(5) | The Restricted Stock Units vest in installments in January of 2022, 2023 and 2024. |
(6) | Performance Shares vest 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 EBITDA margin over the measurement period. |
(7) | The Performance Shares vest in installments in March of 2022, 2023 and 2024. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MONTROSS SCOTT J 201 NE PARK PLAZA DRIVE SUITE 100 VANCOUVER, WA 98684 |
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| President & CEO |
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Signatures
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/s/ Megan Kendrick | | 1/10/2022 |
**Signature of Reporting Person | Date |
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