FORM 4
☐

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
GIBSON C SCOTT
 2. Issuer Name and Ticker or Trading Symbol
Northwest Natural Holding Co [NWN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

250 SW TAYLOR ST		 3. Date of Earliest Transaction (Month/Day/Year)
01/14/2021
(Street)

PORTLAND, OR 97204
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing
(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

01/14/2021 J 1,398 (1) D $ 0 11,968.346I

See Footnote (2)

Common Stock

01/14/2021 J 1,398 (1) A $ 0 1,398D 

Common Stock

01/14/2021 J 272 (3) D $ 0 1,550.752I

See Footnote (4)

Common Stock

01/14/2021 J 272 (3) A $ 0 1,670D 

Common Stock

01/14/2021 S 155 (5) D $44.213 (7) 11,813.346I

See Footnote (2)

Common Stock

01/14/2021 S 31 (6) D $44.213 (7) 1,519.752I

See Footnote (4)



Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares


Explanation of Responses:
1.

Shares were distributed from Deferred Compensation Plan for Directors and Executives (DCP) account to reporting person pursuant to reporting person's election on May 7, 2008.

2.

Reflects shares that have been credited to reporting person's account under the issuer's DCP.

3.

Shares were distributed from Directors Deferred Compensation Plan (DDCP) account to reporting person pursuant to reporting person's election on January 1, 2010.

4.

Reflects shares that have been credited to reporting person's account under the issuer's DDCP.

5.

These shares were issued in connection with the reporting person's election to participate in the issuer's DCP. Pursuant to a prior election, these shares were sold to pay taxes on the DCP distribution made on January 14, 2021.

6.

These shares were issued in connection with the reporting person's election to participate in the issuer's DDCP. Pursuant to a prior election, these shares were sold to pay taxes on the DDCP distribution made on January 14, 2021.

7.

This transaction was executed in aggregate along with stock sales of other DCP and DDCP participants who received DCP and DDCP stock distributions on January 14, 2021 and elected to have taxes withheld (The Transaction). The Transaction was executed in multiple trades on reported date with prices ranging from $44.01 - $44.56, resulting in average price of $44.213. Northwest Natural Holding Company will provide upon request by Commission staff or a security holder of the issuer full information regarding the number of shares sold at each separate price.



Signatures

Shawn M. Filippi, Attorney-in-Fact

01/19/2021
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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POWER OF ATTORNEY
KNOW ALL BY THESE PRESENT, that the undersigned hereby constitutes and appoints each of Shawn M. Filippi, Vice President, Chief Compliance Officer and Corporate Secretary, MardiLyn Saathoff, Senior Vice President and General Counsel, Elise M. Clarke, and Molly J. Wilcox, the undersigned’s true and lawful attorney-in-fact to:

 (1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer of and/or director of and/or beneficial owner of greater than ten percent (10%) of a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), of Northwest Natural Holding Company, an Oregon corporation (the Company), Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder;

(2)
do and perform any and all acts for and on behalf of the undersigned, which may be necessary or desirable to complete and execute any such Forms 3, 4 and 5 and timely file any such form with the United States Securities and Exchange Commission, any stock exchange or similar authority, and the Company; and

(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 1st day of August, 2020.
/s/ C. Scott Gibson 
C. Scott Gibson