Sec Form 4 Filing - Brittain Miles @ NORTHWEST PIPE CO - 2022-06-16

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Brittain Miles
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
(Last) (First) (Middle)
201 NE PARK PLAZA DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
06/16/2022
(Street)
VANCOUVER, WA98684
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 17,102 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 ) 06/16/2022 A 2,522 ( 2 ) ( 2 ) Common Stock 2,522 ( 1 ) 4,597 D
Performance Shares ( 3 ) 06/16/2022 A 7,567 ( 4 ) ( 4 ) Common Stock 7,567( 3 ) ( 3 ) 13,788 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brittain Miles
201 NE PARK PLAZA DRIVE
SUITE 100
VANCOUVER, WA98684
Executive Vice President
Signatures
/s/ Miles Brittain 06/20/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Restricted Stock Unit represents a contingent right to receive one share of Northwest Pipe Company common stock.
( 2 )The Restricted Stock Units vest in installments as follows: 1/3 on January 16, 2023, 1/3 on January 15, 2024 and 1/3 on January 15, 2025.
( 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 on March 31, 2023, 1/3 on April 1, 2024 and 1/3 on March 31, 2025.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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