Sec Form 4 Filing - KANTOR GREGG S @ NORTHWEST NATURAL GAS CO - 2015-01-15

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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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)

1. Name and Address of Reporting Person KANTOR GREGG S 2. Issuer Name and Ticker or Trading Symbol NORTHWEST NATURAL GAS CO [ NWN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 220 NW SECOND AVE 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2015 (Street) PORTLAND, OR97209 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 12/12/2014 G V 107 D $ 0 33,039.4286 D Common Stock 01/15/2015 J 434 ( 1 ) D $ 0 4,003.855 I See Footnote ( 2 ) Common Stock 01/15/2015 J 434 ( 1 ) A $ 0 33,473.4286 D Common Stock 01/15/2015 S 217 ( 3 ) D $ 50.0171 3,786.855 I See Footnote ( 2 ) Common Stock 3,866.4922 I See Footnote ( 4 ) Common Stock 200 I See Footnote ( 5 ) Common Stock 570 I See Footnote ( 6 )

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 KANTOR GREGG S 220 NW SECOND AVE PORTLAND, OR97209 X President & CEO

Signatures Shawn M. Filippi, Attorney-in-Fact 01/20/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares were distributed from Deferred Compensation Plan for Directors and Executives (DCP) account to reporting person's registered account pursuant to reporting person's election on December 5, 2008 (for shares acquired in 2008) and on December 8, 2008 (for shares acquired in 2009) with regard to his election to participate in the DCP. ( 2 )Reflects shares that have been credited to reporting person's account under the issuer's Deferred Compensation Plan for Directors and Executives. ( 3 )These shares were issued in connection with the reporting person's election on December 5, 2008 (for shares acquired in 2008) and on December 8, 2008 (for shares acquired in 2009) to participate in Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives (DCP), which specifies that taxes shall be withheld from distribution. Pursuant to the Plan and the reporting person's elections on the dates stated hereinabove, these shares were sold to pay taxes on the DCP distribution made on January 15, 2015. ( 4 )Held in reporting person's account under issuer's Retirement K Savings Plan as of December 31, 2014. ( 5 )Shares held in reporting person's parent's account, with respect to which the reporting person is Power of Attorney and a potential beneficiary. ( 6 )Held in reporting person's parent's IRA account, with respect to which the reporting person is Power of Attorney and a potential beneficiary.

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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