SEC Form 4 · accession 0001209191-19-002022
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory A Thaxton
Officer — Executive Vice President, CFO
Period of report
Jan 2, 2019
Accepted (ET)
Jan 4, 2019 · 4:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000072331
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 2, 2019 | M | 11,250 | $27.26 | A | 64,017 | D | |
| Common StockF1,F2 | Jan 2, 2019 | S | 11,250 | $117.22 | D | 52,767 | D | |
| Common StockF3 | holding | — | — | — | 7,246 | I | By Company Savings Plan | |
| Common StockF4 | holding | — | — | — | 1,400 | I | By Company ESOP Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (right to buy)F5 | $27.26 | Jan 2, 2019 | M | 11,250 | D | — | Dec 3, 2019 | Common Stock | 11,250 | 0 | D |
| Employee Stock Options (right to buy)F5 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Stock | 11,400 | 11,400 | D |
| Employee Stock Options (right to buy)F5 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 13,000 | 13,000 | D |
| Employee Stock Options (right to buy)F5 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 11,000 | 11,000 | D |
| Employee Stock Options (right to buy)F5 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 11,000 | 11,000 | D |
| Employee Stock Options (right to buy)F5 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 12,200 | 12,200 | D |
| Employee Stock Options (right to buy)F6 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 17,200 | 17,200 | D |
| Employee Stock Options (right to buy)F7 | $107.65 | holding | — | — | — | — | Nov 21, 2026 | Common Stock | 14,000 | 14,000 | D |
| Employee Stock Options (right to buy)F8 | $127.67 | holding | — | — | — | — | Nov 20, 2027 | Common Stock | 12,500 | 12,500 | D |
| Employee Stock Options (right to buy)F9 | $124.90 | holding | — | — | — | — | Nov 26, 2028 | Common Stock | 11,800 | 11,800 | D |
Explanation of responses
- F1Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $117.02 to $117.43. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.
- F2Exercise of reporting person's stock options that otherwise expire December 3, 2019, of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise. The holdings are net of shares previously withheld or sold to cover withholding taxes.
- F3Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).
- F4Represents the number of shares attributable to the reporting person's participation in the Company's Employee Stock Ownership Plan, exempt pursuant to Rule 16b-3(c).
- F5All such options have fully vested.
- F6The options vest in 4 equal annual installments beginning on November 23, 2016.
- F7The options vest in 4 equal annual installments beginning on November 21, 2017.
- F8The options vest in 4 equal annual installments beginning on November 20, 2018.
- F9The options vest in 4 equal annual installments beginning on November 26, 2019.