UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 OR 15(d) OFof ~~THE~~The ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

~~March~~November 3115, ~~2020~~2021

Date of Report (Date of earliest event reported)

Commission file number 1-15973

NORTHWEST NATURAL GAS COMPANY

(Exact name of registrant as specified in its charter)

Oregon

1-15973

93-0256722

(State or other jurisdiction of
incorporation or organization)

Commission File Number

(I.R.S. Employer
Identification No.)

NORTHWEST NATURAL GAS COMPANY

250 SW Taylor Street

(Exact name of registrant as specified in its charter)

Portland,

Oregon

97204

Oregon

93-0256722

(Address of principal executive offices)

(Zip Code)

(State or other jurisdiction ofincorporation or organization)

(I.R.S. EmployerIdentification No.)

250 S.W. Taylor Street
Portland		,	Oregon	97204
	(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code:

(503)

226-4211

Registrant’s telephone number: (503) 226-4211

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐


Item 8.01			Other Events.

On ~~March~~November 3115, ~~2020~~2021, Northwest Natural Gas Company ("NW Natural") issued and sold $~~150~~130,000,000 aggregate principal amount of 3.60078% Secured Medium-Term Notes, Series B due ~~2050~~2051 (the “"Notes”"). The Notes were offered for sale pursuant to a registration statement on Form S-3 (SEC File No. 333-~~227662~~258792-01) (the “"Registration Statement”"), which became automatically effective upon filing with the Securities and Exchange Commission on ~~October~~August 213, ~~2018~~2021, and a Pricing Supplement, dated ~~March~~November 268, ~~2020~~2021, to a Prospectus Supplement, dated ~~October~~August 313, ~~2018~~2021, to a Prospectus, dated ~~October~~August 213, ~~2018~~2021.

In connection with the offering and sale of the Notes, NW Natural is filing two legal opinions regarding the validity of the Notes as Exhibits 5(a) and 5(b) to this Form 8-K for the purpose of incorporating the opinions into the Registration Statement.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index ~~below~~.

Exhibit Index

EXHIBIT INDEX


Exhibit						Description

5(a)						Opinion of MardiLyn Saathoff, Esquire, regarding the validity of the Notes.
5(b)						Opinion of Morgan, Lewis & Bockius LLP, regarding the validity of the Notes.
104						Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~the~~ Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		~~NORTHWEST NATURAL GAS COMPANY~~		NORTHWEST NATURAL GAS COMPANY
		~~(Registrant)~~		(Registrant)
Dated:	~~March 31, 2020~~	~~/s/ Shawn M. Filippi~~	November 15, 2021	/s/ Shawn M. Filippi
		~~Vice President, Chief Compliance Officer and Corporate Secretary~~		Vice President, Chief Compliance Officer and Corporate Secretary

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