UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
November 6, 2017
Date of Report (Date of earliest event reported)
NORTHWEST NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
Commission File No. 1-15973
Oregon | 93-0256722 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
220 N.W. Second Avenue, Portland, Oregon 97209
(Address of principal executive offices) (Zip Code)
Registrants Telephone Number, including area code: (503) 226-4211
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.04 | Temporary Suspension of Trading Under Registrants Employee Benefit Plans. |
On November 6, 2017, Northwest Natural Gas Company (NW Natural) sent a notice (the Notice) to its directors and executive officers informing them that, in order to facilitate a transition of the assets and administration of the Northwest Natural Gas Company Retirement K Savings Plan (the Plan) from T. Rowe Price to Fidelity, Plan participants will be unable to make changes to their Plan accounts, direct or diversify the investments in their Plan accounts, including in NW Natural common stock, or obtain loans or distributions from the Plan, during the period beginning at 4:00 p.m. Eastern Time on December 6, 2017 and ending during the week of December 17, 2017 (the Blackout Period). During the week of December 17, 2017, directors and officers may obtain information about whether the Blackout Period has ended, free of charge, by contacting the person listed below.
The Notice also states that, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR (Blackout Trading Restriction), during the Blackout Period, NW Naturals directors and executive officers will be prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring shares of NW Natural common stock and derivative securities acquired in connection with their service or employment as a director or an executive officer of NW Natural. The Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Inquiries concerning the Notice or the Blackout Period, including the beginning and ending dates thereof (and for a period of two years after the ending date of the Blackout Period), may be directed without charge to:
Northwest Natural Gas Company
220 N.W. Second Avenue
Portland, Oregon 97209
Attention: Shawn M. Filippi, Vice President, Chief Compliance Officer and Corporate Secretary
Telephone number: (503) 226-4211
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
See Exhibit Index below.
EXHIBIT INDEX
Exhibit | Description | |
99.1 |
Notice to Directors and Executive Officers of NW Natural Gas Company dated November 6, 2017. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NORTHWEST NATURAL GAS COMPANY | ||||||
(Registrant) | ||||||
Dated: November 6, 2017 |
/s/ Shawn M. Filippi | |||||
Vice President, Chief Compliance Officer and | ||||||
Corporate Secretary |
EXHIBIT 99.1
NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS OF
NORTHWEST NATURAL GAS COMPANY
Restrictions on Trading Northwest Natural Gas Company Common Stock
During Northwest Natural Gas Company Retirement K Savings Plan Blackout Period
Northwest Natural Gas Company (NW Natural) has determined to change the recordkeeper and trustee for the Northwest Natural Gas Company Retirement K Savings (the Plan) from T. Rowe Price to Fidelity. In order to implement this transition, Plan activity will be restricted such that Plan participants will not be able to make changes to their Plan accounts, direct or diversify the investments in their Plan accounts, including in NW Natural common stock, or obtain loans or distributions from the Plan for a specified period of time (the Blackout Period). During the Blackout Period, NW Naturals directors and executive officers will be subject to trading restrictions, as described below, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR (Blackout Trading Restriction).
Blackout Period
The Blackout Period will begin at 4:00 p.m. Eastern Time on December 6, 2017 and will end the week of December 17, 2017 (the Blackout Period). During the week of December 17, 2017, you may obtain information about whether the Blackout Period has ended, free of charge, by contacting the person listed below.
Trading Restrictions
During the Blackout Period, you will be prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring shares of common stock of NW Natural and derivative securities, such as stock options, that you acquired in connection with your service or employment as a director or an executive officer of NW Natural. In this regard, any such NW Natural security that you sell or otherwise transfer is automatically treated as acquired in connection with your service as a director or an executive officer unless you establish that the security was acquired from another source in accordance with rules established by the Securities and Exchange Commission. Please note that these trading prohibitions also apply to NW Natural securities held by immediate family members living with you, or held in trust, or by controlled partnerships or corporations. This notice is in addition to the restrictions on trading activity under NW Naturals insider trading policy.
Questions
Inquiries concerning this notice or the Blackout Period, including the beginning and ending dates thereof (and for a period of two years after the ending date of the Blackout Period), may be directed without charge to:
Northwest Natural Gas Company
220 N.W. Second Avenue
Portland, Oregon 97209
Attention: Shawn M. Filippi, Vice President, Chief Compliance Officer and Corporate Secretary
Telephone number: (503) 226-4211
November 6, 2017