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) 201 NE PARK PLAZA DRIVE, SUITE 100 3. Date of Earliest Transaction (Month/Day/Year) 03/26/2019 (Street) VANCOUVER, WA 98684 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               22,371 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

(1)

03/26/2019

A

2,778

(2)

(2)

Common Stock

2,778

(1)

2,778

D

Performance Shares

(3)

03/26/2019

A

8,335

(4)

(4)

Common Stock

8,335 (3)

(3)

8,335 (5)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Smith William M 201 NE PARK PLAZA DRIVE SUITE 100 VANCOUVER, WA 98684			Exec VP, Water Transmission

Signatures

/s/ William M. Smith		03/28/2019
**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)	Each Restricted Stock Unit represents a contingent right to receive one share of Northwest Pipe Company common stock.
(2)	The Restricted Stock Units vest in installments as follows: 1/3 on January 15, 2020, 1/3 on January 15, 2021 and 1/3 on January 17, 2022.
(3)	Performance Shares vest in an amount ranging from 0-150% 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.
(4)	Performance shares vest in installments as follows: 2/3 January 15, 2020 and 1/3 January 15, 2021.
(5)	Ending balance has been adjusted to remove Performance Shares awarded in 2018 that were scheduled to vest on March 29, 2019 but for which required performance metrics were not met.

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