Miles Brittain - 04 Sep 2024 Form 4 Insider Report for NORTHWEST PIPE CO (NWPX)

Role
Executive Vice President
Signature
/s/ Miles Brittain
Issuer symbol
NWPX
Transactions as of
04 Sep 2024
Net transactions value
-$188,572
Form type
4
Filing time
06 Sep 2024, 16:54:52 UTC
Previous filing
03 Apr 2024
Next filing
17 Jan 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NWPX Common Stock Sale $188,572 -4,500 -15% $41.90 25,858 04 Sep 2024 Trust F1, F2, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding NWPX Restricted Stock Units 5,865 04 Sep 2024 Common Stock 5,865 Direct F3, F4
holding NWPX Performance Shares 17,598 04 Sep 2024 Common Stock 17,598 Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Adoption date of referenced 10b5-1(c) plan is: 06-05-2024
F2 This transaction was executed in multiple trades at prices ranging from $41.685 to $42.305 per share. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F3 Each Restricted Stock Unit represents a contingent right to receive one share of Northwest Pipe Company common stock.
F4 The Restricted Stock Units vest in installments in January 2025, 2026 and 2027.
F5 Performance Shares vest 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 EBITDA margin over the measurement period.
F6 The Performance Shares vest in installments in March of 2025, 2026 and 2027.
F7 Reporting person is a beneficiary of the trust