NWPX Infrastructure, Inc. — Director's Dealing 2015

Jan 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHWEST PIPE CO (NWPX)
CIK: 0001001385
Period of Report: 2015-01-01

Reporting Person: Smith William M (Exec VP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-01	Common Stock	M	380	—	Acquired	4729	Direct
2015-01-01	Common Stock	F	124	$30.12	Disposed	4605	Direct
2015-01-01	Common Stock	M	1347	—	Acquired	5952	Direct
2015-01-01	Common Stock	F	439	$30.12	Disposed	5513	Direct
2015-01-15	Common Stock	M	379	—	Acquired	5892	Direct
2015-01-15	Common Stock	F	123	$22.69	Disposed	5769	Direct
2015-01-15	Common Stock	M	606	—	Acquired	6375	Direct
2015-01-15	Common Stock	F	197	$22.69	Disposed	6178	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-01	Restricted Stock Units	$	M	380	Disposed		Common Stock (380)	Direct
2015-01-01	Performance Shares	$	M	1347	Disposed		Common Stock (1347)	Direct
2015-01-15	Restricted Stock Units	$	M	379	Disposed		Common Stock (379)	Direct
2015-01-15	Restricted Stock Units	$	M	606	Disposed		Common Stock (606)	Direct

Footnotes

F1: Represents shares acquired pursuant to vesting of Restricted Stock Units granted in 2012.

F2: Represents shares acquired pursuant to vesting of Restricted Stock Units granted in 2013.

F3: Represents shares acquried pursuant to vesting of Restricted Stock Units granted in 2014.

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: 1/3 on January 1, 2013, 1/3 on January 1, 2014 and 1/3 on January 1, 2015.

F8: The Restricted Stock Units vest in installments as follows: 1/3 on January 15, 2014, 1/3 on January 15, 2015 and 1/3 on January 15, 2016.

F9: The Restricted Stock Units vest in installments as follows: 1/3 on January 15, 2015, 1/3 on January 15, 2016 and 1/3 on January 15, 2017.

F10: The Performance Shares vest on January 1, 2015 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 2012-2014 relative to the total shareholder return of a peer group over the same period.