NWPX Infrastructure, Inc. — Director's Dealing 2014

Jan 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHWEST PIPE CO (NWPX)
CIK: 0001001385
Period of Report: 2014-01-01

Reporting Person: STOKES GARY A (Senior VP, Sales & Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-01	Common Stock	M	1129	—	Acquired	20770	Direct
2014-01-01	Common Stock	F	368	$37.76	Disposed	20402	Direct
2014-01-01	Common Stock	M	902	—	Acquired	21304	Direct
2014-01-01	Common Stock	F	294	$37.76	Disposed	21010	Direct
2014-01-01	Common Stock	M	3343	—	Acquired	24353	Direct
2014-01-01	Common Stock	F	902	$37.76	Disposed	23451	Direct
2014-01-01	Common Stock	M	2030	—	Acquired	25481	Direct
2014-01-01	Common Stock	F	536	$37.76	Disposed	24945	Direct
2014-01-15	Common Stock	M	791	—	Acquired	25736	Direct
2014-01-15	Common Stock	F	258	$36.80	Disposed	25478	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-01	Restricted Stock Units	$	M	1129	Disposed		Common Stock (1129)	Direct
2014-01-01	Restricted Stock Units	$	M	902	Disposed		Common Stock (902)	Direct
2014-01-01	Performance Shares	$	M	2259	Disposed		Common Stock (3343)	Direct
2014-01-01	Performance Shares	$	M	2707	Disposed		Common Stock (2030)	Direct
2014-01-15	Restricted Stock Units	$	M	791	Disposed		Common Stock (791)	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 Restricted Stock Units granted in 2013.

F4: Represents shares acquired pursuant to vesting of Performance Shares granted in 2011.

F5: Represents shares acquired pursuant to vesting of Performance Shares granted in 2012.

F6: Represents shares withheld by the issuer for payment of taxes incurred upon vesting event consistent with company policy.

F7: Each Restricted Stock Unit represents a contingent right to receive one share of Northwest Pipe Company common stock.

F8: The Restricted Stock Units vest in installments as follows: 2/3 on January 1, 2013 and 1/3 on January 1, 2014.

F9: 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.

F10: The Restricted Stock Units vest in installments as follows: 1/3 on January 15, 2014, 1/3 on January 15, 2015 and 1/3 or January 15, 2016.

F11: The Performance Shares vest on January 1, 2014 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 2011-2013 relative to the total shareholder return of a peer group over the same period.

F12: The Performance Shares vest on January 1, 2014 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.