SEC Form 4 · accession 0001214659-15-007080
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory A Thaxton
Officer — Senior Vice President, CFO
Period of report
Oct 7, 2015
Accepted (ET)
Oct 9, 2015 · 4:15 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 SharesF1 | Oct 7, 2015 | M | 5,625 | $14.37 | A | 19,447 | D | |
| Common SharesF1,F2 | Oct 7, 2015 | S | 5,625 | $67.72 | D | 13,822 | D | |
| Common SharesF3 | Apr 7, 2015 | G | 66 | $0.00 | D | 13,756 | D | |
| Common SharesF5 | holding | — | — | — | 5,671 | I | Company ESOP and 401(k) Plans |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Equivalent UnitF4,F5 | $0.00 | Oct 7, 2015 | J | 314 | A | — | — | Common Shares | 314 | 25,758 | D |
| Employee Stock Option (right to buy)F6 | $14.37 | Oct 7, 2015 | M | 5,625 | D | — | Dec 4, 2018 | Common Shares | 13,100 | 7,475 | D |
| Employee Stock Option (right to buy)F6 | $26.46 | holding | — | — | — | — | Dec 5, 2017 | Common Shares | 4,800 | 4,800 | D |
| Employee Stock Option (right to buy)F6 | $27.26 | holding | — | — | — | — | Dec 3, 2019 | Common Shares | 11,250 | 11,250 | D |
| Employee Stock Option (right to buy)F6 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Shares | 11,400 | 11,400 | D |
| Employee Stock Option (right to buy)F7 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Shares | 13,000 | 13,000 | D |
| Employee Stock Option (right to buy)F8 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Shares | 11,000 | 11,000 | D |
| Employee Stock Option (right to buy)F9 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Shares | 11,000 | 11,000 | D |
| Employee Stock Option (right to buy)F10 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Shares | 12,200 | 12,200 | D |
Explanation of responses
- F1Exercise of reporting person's stock options 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.
- F10On November 24, 2014, the Company granted 12,200 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 24, 2015. The vested portions of such options will become exercisable upon vesting.
- F2Price 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 $67.52 to $67.85. 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. The holdings are net of shares previously withheld or sold to cover withholding taxes.
- F3On April 7, 2015, the reporting person made a gift of 66 shares. For tax purposes, the value date of the shares delivered is April 7, 2015.
- F4Share equivalent units accrued through dividend payments.
- F5Share equivalent units acquired through deferral of performance shares awarded under the 2012 Stock Incentive and Award Plan. Deferrals are made to the Nordson Stock Measurement Fund of the Plan. Share equivalent units are settled in common shares at reporting person's termination of employment or retirement subject to delayed distribution rules of Internal Revenue Code Section 409(A).
- F6All such options have fully vested
- F7On November 28, 2011, the Company granted 13,000 stock options under the Company's Long-Term Performance Plan. The options vest in 4 equal annual installments beginning on November 28, 2012. The vested portions of such options will become exercisable upon vesting.
- F8On November 28, 2012, the Company granted 11,000 stock options under the Company's Long-Term Performance Plan. The options vest in 4 equal annual installments beginning on November 28, 2013. The vested portions of such options will become exercisable upon vesting.
- F9On November 25, 2013, the Company granted 11,000 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 25, 2014. The vested portions of such options will become exercisable upon vesting.