Sec Form 4 Filing - DOWNING JAMES R @ Northwest Natural Holding Co - 2021-03-03

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
DOWNING JAMES R
2. Issuer Name and Ticker or Trading Symbol
Northwest Natural Holding Co [ NWN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) X __ Other (specify below)
VP, CIO/NW Natural
(Last) (First) (Middle)
250 SW TAYLOR ST
3. Date of Earliest Transaction (MM/DD/YY)
03/03/2021
(Street)
PORTLAND, OR97204
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 03/03/2021 F 368 ( 1 ) D $ 47.8 6,784.129 ( 3 ) D
Common Stock 03/03/2021 F 388 ( 2 ) D $ 47.8 6,396.129 ( 3 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DOWNING JAMES R
250 SW TAYLOR ST
PORTLAND, OR97204
VP, CIO NW Natural
Signatures
Shawn M. Filippi, Attorney-in-Fact 03/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares were withheld by the issuer to cover withholding taxes on issuance of shares due to vesting of 525 restricted stock units (RSUs) with performance threshold and vesting of 920 time-based RSUs. Organization and Executive Compensation Committee certification of satisfaction of the performance threshold and vesting for 525 RSUs was reported on Form 4 filed on February 26, 2021. The 920 time-based RSUs are part of 3,680 time-based RSUs that have been reported as shares beneficially owned by the reporting person since initially reported on the reporting person's Form 3 on September 20, 2017.
( 2 )Shares were withheld by the issuer to cover withholding taxes on issuance of performance shares. Organization and Executive Compensation Committee certification of the payout of these performance shares was reported on Form 4 filed on February 26, 2021.
( 3 )Includes 920 time-based restricted stock units (RSUs) granted under Issuer's Long-Term Incentive Plan. The RSUs vest on March 1, 2022.

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* 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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