NWPX Infrastructure, Inc. — Director's Dealing 2013

Jan 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHWEST PIPE CO (NWPX)
CIK: 0001001385
Period of Report: 2013-01-01

Reporting Person: ROMAN RICHARD A (Director, Exec Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-01	Common Stock	M	8030	—	Acquired	22866	Direct
2013-01-01	Common Stock	F	4095	$23.86	Disposed	18771	Direct
2013-01-01	Common Stock	M	890	—	Acquired	19661	Direct
2013-01-01	Common Stock	F	453	$23.86	Disposed	19208	Direct
2013-01-01	Common Stock	M	14134	—	Acquired	33342	Direct
2013-01-01	Common Stock	F	7208	$23.86	Disposed	26134	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-01	Restricted Stock	$	M	8030	Disposed		Common Stock (8030)	Direct
2013-01-01	Restricted Stock	$	M	890	Disposed		Common Stock (890)	Direct
2013-01-01	Performance Shares	$	M	14134	Disposed		Common Stock (14134)	Direct

Footnotes

F1: Represents shares acquired pursuant to vesting of Restricted Stock Units granted in 2011.

F2: Represents shares acquired pursuant to vesting of Restricted Stock Units granted in 2012

F3: Represents shares acquired pursuant to vesting of Performance Shares granted in 2011

F4: Represents shares withheld by the issuer for payment of taxes incurred upon vesting event consistent with company policy.

F5: Each Restricted Stock Unit represents a contingent right to receive one share of Northwest Pipe Company common stock.

F6: The Restricted Stock Units vest in installments as follows: 2/3 on January 1, 2013 and 1/3 on January 1, 2014.

F7: The Restricted Stock Units vest in installments as follows: 1/3 on January 1, 2013, 1/3 on January 1, 2014 and 1/3 on January 1, 2015.

F8: The Performance Shares vest on January 1, 2013 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 shareholder return for 2012-2013 relative to the total shareholder return of a peer group over the same period.

F9: Represents remaining Performance Shares after deducting those that were forfeited because the total shareholder return criteria for the January 1, 2013 vest resulted in a payout of less than 100%.