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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-01	Common Stock	M	4016	—	Acquired	37150	Direct
2014-01-01	Common Stock	F	1997	$37.76	Disposed	35153	Direct
2014-01-01	Common Stock	M	890	—	Acquired	36043	Direct
2014-01-01	Common Stock	F	442	$37.76	Disposed	35601	Direct
2014-01-01	Common Stock	M	11884	—	Acquired	47485	Direct
2014-01-01	Common Stock	F	5912	$37.76	Disposed	41573	Direct
2014-01-01	Common Stock	M	2003	—	Acquired	43576	Direct
2014-01-01	Common Stock	F	996	$37.76	Disposed	42580	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-01	Restricted Stock Units	$	M	4016	Disposed		Common Stock (4016)	Direct
2014-01-01	Restricted Stock Units	$	M	890	Disposed		Common Stock (890)	Direct
2014-01-01	Performance Shares	$	M	8030	Disposed		Common Stock (11884)	Direct
2014-01-01	Performance Shares	$	M	2671	Disposed		Common Stock (2003)	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 acquired pursuant to vesting of Performance Shares granted in 2012.

F5: Represents shares withheld by the issuer for payment of taxes incurred upon vesting event consistent with company policy.

F6: Each Restricted Stock Unit represents a contingent right to receive one share of Northwest Pipe Company common stock.

F7: The Restricted Stock Units vest in installments as follows: 2/3 on January 1, 2013 and 1/3 on January 1, 2014.

F8: 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.

F9: 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.

F10: 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.