PORTLAND GENERAL ELECTRIC CO /OR/

Major Shareholding Notification • Feb 16, 2010

SC 13G/A 1 sc13g-a2exit.htm SCHEDULE 13G/A sc13g-a2exit.htm Licensed to: AMERICAN CENTURY INVESTMENTS Document Created using EDGARizer 5.1.5.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

| United
States Securities
and Exchange Commission Washington,
D.C. 20549 | |
| --- | --- |
| SCHEDULE
13G | |
| Under
the Securities Exchange Act of 1934 | |
| (Amendment
No. 2) | |
| PORTLAND
GENERAL ELECTRIC COMPANY | |
| (Name
of Issuer) | |
| COMMON
STOCK | |
| (Title
of Class of Securities) | |
| 736508847 | |
| (CUSIP
Number) | |
| DECEMBER
31, 2009 | |
| (Date
of Event Which Requires Filing of this Statement) | |
| Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed: | |
| [ X
] | Rule
13d-1(b) |
| [ ] | Rule
13d-1(c) |
| [ ] | Rule
13d-1(d) |
| The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover
page. | |
| The
information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes). | |
| Page
1 of 9 Pages | |

| CUSIP
No. 736508847 — 1. | Names
of Reporting Persons Richard
W. Brown, as Trustee of the James E. Stowers Twentieth Century Companies,
Inc. Stock
Trust | | | |
| --- | --- | --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions) | | | |
| | (a) | [ ] | | |
| | (b) | [ ] | | |
| 3. | SEC
Use Only | | | |
| 4. | Citizenship
or Place of Organization Missouri | | | |
| | | 5. | Sole
Voting Power | 2,354,999 |
| Number
of Shares Beneficially | | 6. | Shared
Voting Power | N/A |
| Owned
by | | | | |
| Each Reporting | | 7. | Sole
Dispositive Power | 2,410,114 |
| Person
With: | | | | |
| | | 8. | Shared
Dispositive Power | N/A |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person | | | 2,410,114 |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ] | | | |
| 11. | Percent
of Class Represented by Amount in Row (9) | | | 3.2% |
| 12. | Type
of Reporting Person (See Instructions) | | | HC |
| | Page
2 of 9 pages | | | |

| CUSIP
No. 736508847 — 1. | Names
of Reporting Persons American
Century Companies, Inc. | | | |
| --- | --- | --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions) | | | |
| | (a) | [ ] | | |
| | (b) | [ ] | | |
| 3. | SEC
Use Only | | | |
| 4. | Citizenship
or Place of Organization Delaware | | | |
| | | 5. | Sole
Voting Power | 2,354,999 |
| Number
of Shares Beneficially | | 6. | Shared
Voting Power | N/A |
| Owned
by | | | | |
| Each Reporting | | 7. | Sole
Dispositive Power | 2,410,114 |
| Person
With: | | | | |
| | | 8. | Shared
Dispositive Power | N/A |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person | | | 2,410,114 |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ] | | | |
| 11. | Percent
of Class Represented by Amount in Row (9) | | | 3.2% |
| 12. | Type
of Reporting Person (See Instructions) | | | HC |
| | Page
3 of 9 pages | | | |

| CUSIP
No. 736508847 — 1. | Names
of Reporting Persons American
Century Investment Management, Inc. | | | |
| --- | --- | --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions) | | | |
| | (a) | [ ] | | |
| | (b) | [ ] | | |
| 3. | SEC
Use Only | | | |
| 4. | Citizenship
or Place of Organization Delaware | | | |
| | | 5. | Sole
Voting Power | 2,354,999 |
| Number
of Shares Beneficially | | 6. | Shared
Voting Power | N/A |
| Owned
by | | | | |
| Each Reporting | | 7. | Sole
Dispositive Power | 2,410,114 |
| Person
With: | | | | |
| | | 8. | Shared
Dispositive Power | N/A |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person | | | 2,410,114 |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ] | | | |
| 11. | Percent
of Class Represented by Amount in Row (9) | | | 3.2% |
| 12. | Type
of Reporting Person (See Instructions) | | | IA |
| | Page
4 of 9 pages | | | |

| Item
1. — (a) | Name
of Issuer. | |
| --- | --- | --- |
| | Portland
General Electric Company | |
| (b) | Address
of Issuer’s Principal Executive Offices | |
| | 121
SW Salmon Street Portland, Oregon 97204 | |
| Item
2. | | |
| (a) | Name
of Person Filing. | |
| | (1) | Richard
W. Brown, as Trustee of the James E. Stowers Twentieth Century Companies,
Inc. Stock Trust |
| | (2) | American
Century Companies, Inc. |
| | (3) | American
Century Investment Management, Inc. |
| (b) | Address
of Principal Business Office or, if none, Residence. | |
| | 4500
Main Street 9 th Floor Kansas
City, Missouri 64111 | |
| (c) | Citizenship. | |
| | (1) | Missouri |
| | (2) | Delaware |
| | (3) | Delaware |
| (d) | Title
of Class of Securities. | |
| | Reference
is made to the cover page of this filing. | |
| (e) | CUSIP
Number. | |
| | Reference
is made to the cover page of this filing. | |
| Page
5 of 9 pages | | |

| Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: | |
| --- | --- | --- |
| | (1) | Richard
W. Brown, as Trustee of the James E. Stowers Twentieth Century Companies,
Inc. Stock Trust, is a parent holding company or control person in
accordance with § 240.13d-1(b)(1)(ii)(G). |
| | (2) | American
Century Companies, Inc. is a parent holding company or control person in
accordance with § 240.13d-1(b)(1)(ii)(G). |
| | (3) | American
Century Investment Management, Inc. is an investment adviser in accordance
with §240.13d-1(b)(1)(ii)(E). |
| Item
4. | Ownership. | |
| | Reference
is made to Items 5-9 and 11 on the cover page of this
filing. | |
| Item
5. | Ownership
of Five Percent or Less of a Class. | |
| | If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [
X ]. | |
| Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. | |
| | Various
persons, including the investment companies and separate institutional
investor accounts that American Century Investment Management, Inc.
(“ACIM”) serves as investment adviser, have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the securities that are the subject of this
schedule. Except as may be otherwise indicated if this is a
joint filing, not more than 5% of the class of securities that is the
subject of this schedule is owned by any one client advised by
ACIM. | |
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company | |
| | See
attached Exhibit A. | |
| Item
8. | Identification
and Classification of Members of the Group. | |
| | Not
applicable. | |
| Item
9. | Notice
of Dissolution of Group. | |
| | Not
applicable. | |
| Page
6 of 9 pages | | |

ITEM 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated this 16th day of February, 2010

| AMERICAN
CENTURY COMPANIES, INC. (“ACC”) | |
| --- | --- |
| AMERICAN
CENTURY INVESTMENT MANAGEMENT, INC. (“ACIM”) | |
| By: | /s/
Charles A. Etherington |
| | Charles
A. Etherington |
| | Senior
Vice President, ACIM |
| | Vice
President, ACC |
| JAMES
E. STOWERS TWENTIETH CENTURY COMPANIES, INC. STOCK
TRUST | |
| By: | /s/
Richard W. Brown |
| | Richard
W. Brown |
| | Trustee |

SCHEDULE 13G – To be included in statements filed pursuant to Rule 13d-1(b) or 13d-2(b).

EXHIBIT A

This Exhibit has been prepared to identify each subsidiary of American Century Companies, Inc. (“ACC”), which is controlled by Richard W. Brown, as Trustee of the James E. Stowers Twentieth Century Companies, Inc. Stock Trust, that is a beneficial owner of securities that are the subject of this schedule (the “Subject Securities”). American Century Investment Management, Inc. (“ACIM”) is a wholly-owned subsidiary of ACC and an investment adviser registered under §203 of the Investment Advisers Act of 1940.

Page 7 of 9 pages

SCHEDULE 13G – To be included in statements filed pursuant to Rule 13d-1(b) or 13d-2(b) and Rule 13d-1(f) (1) Agreement.

EXHIBIT B

Each of the undersigned hereby agrees and consents to the execution and joint filing on its behalf by American Century Investment Management, Inc. of this Schedule 13G respecting the beneficial ownership of the securities which are the subject of this schedule.

Dated this 16th day of February, 2010.

| AMERICAN
CENTURY COMPANIES, INC. (“ACC”) | |
| --- | --- |
| AMERICAN
CENTURY INVESTMENT MANAGEMENT, INC. (“ACIM”) | |
| By: | /s/
Charles A. Etherington |
| | Charles
A. Etherington |
| | Senior
Vice President, ACIM |
| | Vice
President, ACC |
| JAMES
E. STOWERS TWENTIETH CENTURY COMPANIES, INC. STOCK
TRUST | |
| By: | /s/
Richard W. Brown |
| | Richard
W. Brown |
| | Trustee |

EXHIBIT C

EXCERPTS FROM THE

FIFTH AMENDMENT TO AND COMPLETE RESTATEMENT

OF JAMES E. STOWERS TWENTIETH CENTURY COMPANIES, INC. STOCK TRUST AGREEMENT

Pursuant to the right reserved to Settlor to amend the James E. Stowers Twentieth Century Companies, Inc. Stock Trust Agreement dated January 13, 1995, as amended and restated by First Amended and Restated James E. Stowers Twentieth Century Companies, Inc. Stock Trust Agreement dated November 7, 2000, by Second Amended and Restated James E. Stowers Twentieth Century Companies, Inc. Stock Trust Agreement dated June 26, 2001, by Third Amended and Restated James E. Stowers Twentieth Century Companies, Inc. Stock Trust Agreement dated December 23, 2002, and by Fourth Amended and Restated James E. Stowers Twentieth Century Companies, Inc. Stock Trust Agreement dated March 17, 2005, JAMES E. STOWERS, a citizen of the United States, currently residing in Missouri, as Settlor, hereby further amends and restates said Trust Instrument in its entirety, and directs that the property previously transferred and delivered to himself, as Trustee, shall hereafter be held, administered and distributed by the Trustee and his successors (herinafter referred to as the “Trustees”), together with any other property that might hereafter be transferred to the Trustees, IN TRUST, on the following terms and conditions.

Page 8 of 9 pages

1. Trustee Powers

With respect to each trust created hereunder, the Trustees thereof shall have the following powers in addition to the powers otherwise granted by common law or statute.

7.1 Powers Relating to Investments

(d) Exercise of Securities Rights .

The Trustees may exercise all options and all conversion, subscription, voting and other rights of whatever nature held by or pertaining to any property, including securities of the corporate Trustee or any affiliate thereof, held as a part of the Trust Estate. With respect to any securities held as an asset of the Trust Estate, the Trustees are authorized to participate in and request the filing of any registration statement or other application, return or report that might be required or authorized by local, state or Federal regulations, or that is, in the judgment of the Trustees, in the best interest of the Trust Estate and, in connection with any such filing, the Trustees may, in their discretion, give indemnification to any individual, corporation or other entity, pay underwriting costs and other expenses, insure against risk, execute instruments, and do such other acts as the Trustees deem necessary or desirable.

EXHIBIT D

BRYAN CAVE B. John Readey, III Partner Direct: 816-391-7633 breadey@bryancave.com

February 16, 2010

To Whom It May Concern:

Re: The James E. Stowers Twentieth Century Companies, Inc. Stock Trust Agreement

EFPlaceholder To Whom It May Concern:

I am counsel to the above-referenced Trust. James E. Stowers, Jr. was the initial Trustee of the Trust and has been continuously serving in that capacity. The purpose of this letter is to confirm that, pursuant to Section 6.1 of the Trust Agreement, Richard W. Brown has succeeded Mr. Stowers as the sole Trustee of the Trust, effective this date.

Please advise if you have any questions concerning the foregoing.

EFPlaceholder Very truly yours,

/s/ B. John Readey, III

B. John Readey, III

EFPlaceholder BJR:sf/ 987710 (N002634)

Page 9 of 9 pages