Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Dana Martin W
  2. Issuer Name and Ticker or Trading Symbol
NORTHWEST PIPE CO [NWPX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec VP, Tubular Products
(Last)
(First)
(Middle)
5721 SE COLUMBIA WAY SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2014
(Street)

VANCOUVER, WA 98661
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
(City)
(State)
(Zip)
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 01/01/2014   M   488 A (1) 4,647 D  
Common Stock 01/01/2014   F   159 (6) D $ 37.76 4,488 D  
Common Stock 01/01/2014   M   382 A (2) 4,870 D  
Common Stock 01/01/2014   F   124 (6) D $ 37.76 4,746 D  
Common Stock 01/01/2014   M   1,444 A (4) 6,190 D  
Common Stock 01/01/2014   F   471 (6) D $ 37.76 5,719 D  
Common Stock 01/01/2014   M   860 A (5) 6,579 D  
Common Stock 01/01/2014   F   255 (6) D $ 37.76 6,324 D  
Common Stock 01/15/2014   M   349 A (3) 6,673 D  
Common Stock 01/15/2014   F   113 (6) D $ 36.8 6,560 D  

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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 Underlying Securities
(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
Restricted Stock Units (7) 01/01/2014   M     488   (8)   (8) Common Stock 488 (7) 1,810 D  
Restricted Stock Units (7) 01/01/2014   M     382   (9)   (9) Common Stock 382 (7) 1,428 D  
Performance Shares (11) 01/01/2014   M     1,147   (11)   (11) Common Stock 1,444 (11) 6,408 D  
Performance Shares (12) 01/01/2014   M     976   (12)   (12) Common Stock 860 (12) 5,432 D  
Restricted Stock Units (7) 01/15/2014   M     349   (10)   (10) Common Stock 349 (7) 1,079 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Dana Martin W
5721 SE COLUMBIA WAY SUITE 200
VANCOUVER, WA 98661
      Exec VP, Tubular Products  

Signatures

 Martin Dana   01/17/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares acquired pursuant to vesting of Restricted Stock Units granted in 2011.
(2) Represents shares acquired pursuant to vesting of Restricted Stock Units granted in 2012.
(3) Represents shares acquired pursuant to vesting of Restricted Stock Units granted in 2013.
(4) Represents shares acquired pursuant to vesting of Performance Shares granted in 2011.
(5) Represents shares acquired pursuant to vesting of Performance Shares granted in 2012.
(6) Represents shares withheld by the issuer for payment of taxes incurred upon vesting event consistent with company policy.
(7) Each Restricted Stock Unit represents a contingent right to receive one share of Northwest Pipe Company common stock.
(8) The Restricted Stock Units vest in installments as follows: 2/3 on January 1, 2013 and 1/3 on January 1, 2014.
(9) 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.
(10) The Restricted Stock Units vest in installments as follows: 1/3 on January 15, 2014, 1/3 on January 15, 2015 and 1/3 or January 15, 2016.
(11) The Performance Shares vest on January 1, 2014 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 2011-2013 relative to the total shareholder return of a peer group over the same period.
(12) The Performance Shares vest on January 1, 2014 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 2012-2013 relative to the total shareholder return of a peer group over the same period.

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