SEC Form 4 · accession 0001209191-19-014907
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory P Merk
Officer — Executive Vice President
Period of report
Feb 28, 2019
Accepted (ET)
Mar 1, 2019 · 2:10 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 StockF1,F2,F3 | Feb 28, 2019 | A | 6,408 | $135.76 | A | 65,390 | D | |
| Common StockF4 | holding | — | — | — | 367 | I | By Company Savings 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 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Stock | 9,000 | 9,000 | D |
| Employee Stock Options (right to buy)F5 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 10,000 | 10,000 | D |
| Employee Stock Options (right to buy)F5 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 7,600 | 7,600 | D |
| Employee Stock Options (right to buy)F5 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 7,600 | 7,600 | D |
| Employee Stock Options (right to buy)F5 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 8,300 | 8,300 | D |
| Employee Stock Options (right to buy)F6 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 13,400 | 13,400 | D |
| Employee Stock Options (right to buy)F7 | $107.65 | holding | — | — | — | — | Nov 21, 2026 | Common Stock | 10,000 | 10,000 | D |
| Employee Stock Options (right to buy)F8 | $127.67 | holding | — | — | — | — | Nov 20, 2027 | Common Stock | 9,000 | 9,000 | D |
| Employee Stock Options (right to buy)F9 | $124.90 | holding | — | — | — | — | Nov 26, 2028 | Common Stock | 8,800 | 8,800 | D |
Explanation of responses
- F1On February 28, 2019, the Company awarded 6,408 restricted shares under the Company's 2012 Stock Incentive and Award Plan, all of which will vest on February 28, 2021.
- F2The total holdings include 74 shares accrued from dividend payments through participation in the Directors Deferred Compensation Plan and pursuant to the Company's Dividend Reinvestment Plan.
- F3Based on a review of records, it has been determined that the number of common shares directly owned by the reporting person was overstated on the Form 4 filed on January 3 because 379 common shares held indirectly were mistakenly included in the total of directly held common shares. The total number of common shares directly held has been corrected on this Form 4.
- F4Represents the number of shares attributable to the reporting person's participation in the Company Savings 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.