SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ANDERSON DAVID HUGO

(Last)

(First)

(Middle)

220 NW SECOND AVENUE

(Street)

PORTLAND

97209

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTHWEST NATURAL GAS CO [ NWN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & COO

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/17/2016		M		7,000⁽¹⁾	A	$44.48	61,058.8124	D
Common Stock	03/17/2016		S		6,362	D	$52.2638⁽¹⁾	54,696.8124	D
Common Stock	03/17/2016		M		8,000⁽¹⁾	A	$41.15	62,696.8124	D
Common Stock	03/17/2016		S		6,945	D	$52.2638⁽¹⁾	55,751.8124	D
Common Stock								919.4967	I	See Footnote⁽²⁾
Common Stock								8,247.699	I	See Footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option to Buy	$44.48	03/17/2016		M			7,000	⁽⁴⁾	02/28/2017	Common Stock	7,000	$0	0	D
Employee Stock Option to Buy (Common Stock)	$41.15	03/17/2016		M			8,000	⁽⁵⁾	03/04/2019	Common Stock	8,000	$0	0	D

Explanation of Responses:

1. Reporting person exercised options to purchase a total of 15,000 shares, 7,000 shares at $44.48 each, and 8,000 shares at $41.15 each. Reporting person then sold an aggregate of 13,307 of those shares, at prices ranging from $52.11 to $52.48, resulting in an average price of $52.2638, to generate the proceeds required to purchase the remaining 1,693 shares of the Company common stock under the options. Northwest Natural Gas Company will provide upon request by the Commission staff or a security holder of the issuer full information regarding the number of shares purchased or sold at each separate price.

2. Shares have been credited to reporting person's account under the issuer's Retirement K Savings Plan as of February 29, 2016.

3. Shares have been credited to reporting person's account under the issuer's Deferred Compensation Plan for Directors and Executives.

4. The option vested in four equal installments on February 21, 2008, and January 1, 2009, 2010, and 2011.

5. The option vested in four equal installments on February 25, 2010, and January 1, 2011, 2012, and 2013.

	Shawn M. Filippi, Attorney-in-Fact	03/18/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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