Megan Kendrick - Oct 15, 2024 Form 4 Insider Report for NORTHWEST PIPE CO (NWPX)

Signature
/s/ Megan Kendrick
Stock symbol
NWPX
Transactions as of
Oct 15, 2024
Transactions value $
-$44,220
Form type
4
Date filed
10/16/2024, 02:27 PM
Previous filing
Sep 17, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NWPX Common Stock Sale -$44.2K -1K -9.32% $44.22 9.73K Oct 15, 2024 Direct F1

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 3.27K Oct 15, 2024 Common Stock 3.27K Direct F2, F3
holding NWPX Performance Shares 9.8K Oct 15, 2024 Common Stock 9.8K Direct F4, F5
* 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: 05/31/2024
F2 Each Restricted Stock Unit represents a contingent right to receive one share of Northwest Pipe Company common stock.
F3 The Restricted Stock Units vest in installments in January 2025, 2026 and 2027.
F4 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.
F5 The Performance Shares vest in installments in March of 2025, 2026 and 2027.