SEC Form 4 · accession 0001209191-19-018360
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John J Keane
Officer — Executive Vice President
Period of report
Mar 7, 2019
Accepted (ET)
Mar 11, 2019 · 2:44 pm EDT
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 | Mar 7, 2019 | M | 16,000 | $43.32 | A | 69,123 | D | |
| Common StockF2,F3 | Mar 7, 2019 | S | 16,000 | $133.30 | D | 53,123 | D | |
| Common Stock | Mar 7, 2019 | M | 16,000 | $43.73 | A | 69,123 | D | |
| Common StockF4,F3 | Mar 7, 2019 | S | 16,000 | $133.30 | D | 53,123 | D | |
| Common Stock | Mar 8, 2019 | M | 11,900 | $61.59 | A | 65,023 | D | |
| Common StockF5,F6 | Mar 8, 2019 | S | 11,900 | $131.04 | D | 53,123 | D | |
| Common StockF7 | holding | — | — | — | 904 | 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)F8 | $43.32 | Mar 7, 2019 | M | 16,000 | D | — | Dec 7, 2020 | Common Stock | 16,000 | 0 | D |
| Employee Stock Options (right to buy)F8 | $43.73 | Mar 7, 2019 | M | 16,000 | D | — | Nov 28, 2021 | Common Stock | 16,000 | 0 | D |
| Employee Stock Options (right to buy)F8 | $61.59 | Mar 8, 2019 | M | 11,900 | D | — | Nov 28, 2022 | Common Stock | 11,900 | 0 | D |
| Employee Stock Options (right to buy)F8 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 11,500 | 11,500 | D |
| Employee Stock Options (right to buy)F8 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 12,500 | 12,500 | D |
| Employee Stock Options (right to buy)F9 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 17,200 | 17,200 | D |
| Employee Stock Options (right to buy)F10 | $107.65 | holding | — | — | — | — | Nov 21, 2026 | Common Stock | 14,000 | 14,000 | D |
| Employee Stock Options (right to buy)F11 | $127.67 | holding | — | — | — | — | Nov 20, 2027 | Common Stock | 12,500 | 12,500 | D |
| Employee Stock Options (right to buy)F12 | $124.90 | holding | — | — | — | — | Nov 26, 2028 | Common Stock | 11,700 | 11,700 | D |
Explanation of responses
- F1The total holdings include 36 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan.
- F10The options vest in 4 equal annual installments beginning on November 21, 2017.
- F11The options vest in 4 equal annual installments beginning on November 20, 2018.
- F12The options vest in 4 equal annual installments beginning on November 26, 2019.
- F2Exercise of reporting person's stock options that would otherwise expire December 7, 2020, 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 and sale.
- F3Price 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 $133.04 to $133.76. 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.
- F4Exercise of reporting person's stock options that would otherwise expire November 28, 2021, 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 and sale.
- F5Exercise of reporting person's stock options that would otherwise expire November 28, 2022, 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 and sale.
- F6Price 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 $130.3206 to $131.7997. 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.
- F7Represents the number of shares attributable to the reporting person's participation in the Company's Amended and Restated Non-Union Employee Stock Ownership Plan and Trust, exempt pursuant to Rule 16b-3(c).
- F8All such options have fully vested.
- F9The options vest in 4 equal annual installments beginning on November 23, 2016.