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 * Smith William M   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, Water Transmission (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   485 A (1) 2,639 D   Common Stock 01/01/2014   F   184 (6) D $ 37.76 2,455 D   Common Stock 01/01/2014   M   381 A (2) 2,836 D   Common Stock 01/01/2014   F   144 (6) D $ 37.76 2,692 D   Common Stock 01/01/2014   M   1,437 A (4) 4,129 D   Common Stock 01/01/2014   F   546 (6) D $ 37.76 3,583 D   Common Stock 01/01/2014   M   856 A (5) 4,439 D   Common Stock 01/01/2014   F   325 (6) D $ 37.76 4,114 D   Common Stock 01/15/2014   M   379 A (3) 4,493 D   Common Stock 01/15/2014   F   144 (6) D $ 36.8 4,349 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			485	(8)	(8)	Common Stock	485	(7)	1,898	D
Restricted Stock Units	(7)	01/01/2014		M			381	(9)	(9)	Common Stock	381	(7)	1,517	D
Performance Shares	(11)	01/01/2014		M			971	(11)	(11)	Common Stock	1,437	(11)	6,834	D
Performance Shares	(12)	01/01/2014		M			1,141	(12)	(12)	Common Stock	856	(12)	5,693	D
Restricted Stock Units	(7)	01/15/2014		M			379	(10)	(10)	Common Stock	379	(7)	1,138	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Smith William M 5721 SE COLUMBIA WAY SUITE 200 VANCOUVER, WA 98661			Exec VP, Water Transmission

Signatures

William M. Smith		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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