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^*

Brittain Miles

(Last)

(First)

(Middle)

201 NE PARK PLAZA DRIVE

SUITE 100

(Street)

VANCOUVER

98684

(City)

(State)

(Zip)

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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024

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	04/01/2024		M		2,355	A	⁽¹⁾	27,894	D
Common Stock	04/01/2024		F		940⁽²⁾	D	$35.16	26,954	D
Common Stock	04/01/2024		M		2,774	A	⁽¹⁾	29,728	D
Common Stock	04/01/2024		F		1,107⁽²⁾	D	$35.16	28,621	D
Common Stock	04/01/2024		M		2,891	A	⁽¹⁾	31,512	D
Common Stock	04/01/2024		F		1,154⁽²⁾	D	$35.16	30,358	D

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)
Performance Shares	⁽³⁾	04/01/2024		M			1,915	⁽⁴⁾	⁽⁴⁾	Common Stock	2,355	⁽³⁾	23,332	D
Performance Shares	⁽³⁾	04/01/2024		M			2,522	⁽⁵⁾	⁽⁵⁾	Common Stock	2,774	⁽³⁾	20,810	D
Performance Shares	⁽³⁾	04/01/2024		M			3,212	⁽⁶⁾	⁽⁶⁾	Common Stock	2,891	⁽³⁾	17,598	D
Restricted Stock	⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	⁽⁷⁾		5,865	D

Explanation of Responses:

1. Represents shares acquired pursuant to the vesting of Performance Shares.

2. Represents shares withheld by the issuer for payment of taxes incurred upon vesting event consistent with company policy.

3. 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.

4. Performance Shares vest in installments as follows: 1/3 March 31, 2022, 1/3 on March 31, 2023 and 1/3 on April 1, 2024.

5. Performance Shares vest in installments as follows: 1/3 on March 31, 2023, 1/3 on April 1, 2024 and 1/3 on March 31, 2025.

6. Performance Shares vest in installments as follows: 1/3 on April 1, 2024, 1/3 on March 31, 2025 and 1/3 on March 31, 2026.

7. Each Restricted Stock Unit represents a contingent right to receive one share of Northwest Pipe Company common stock.

8. The Restricted Stock Units vest in installments in January of 2025, 2026 and 2027.

	/s/ Miles Brittain	04/03/2024
	** 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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