SEC Form 4 · accession 0001214659-15-007149
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James E DeVries
Officer — Vice President
Period of report
Oct 15, 2015
Accepted (ET)
Oct 19, 2015 · 7:15 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 StockF1 | Oct 15, 2015 | M | 5,400 | $19.25 | A | 35,438 | D | |
| Common StockF2,F3 | Oct 15, 2015 | S | 5,400 | $67.10 | D | 30,380 | D | |
| Common StockF4 | holding | — | — | — | 2,762 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (right to buy)F5 | $19.25 | Oct 15, 2015 | M | 5,400 | D | — | Dec 7, 2015 | Common Stock | 5,400 | 5,400 | D |
| Employee Stock Options (right to buy)F5 | $24.46 | holding | — | — | — | — | Dec 6, 2016 | Common Stock | 5,000 | 5,000 | D |
| Employee Stock Options (right to buy)F5 | $26.46 | holding | — | — | — | — | Dec 5, 2017 | Common Stock | 5,000 | 5,000 | D |
| Employee Stock Options (right to buy)F5 | $14.37 | holding | — | — | — | — | Dec 4, 2018 | Common Stock | 5,800 | 5,800 | D |
| Employee Stock Options (right to buy)F5 | $27.26 | holding | — | — | — | — | Dec 3, 2019 | Common Stock | 3,500 | 3,500 | D |
| Employee Stock Options (right to buy)F6 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Stock | 4,000 | 4,000 | D |
| Employee Stock Options (right to buy)F7 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 6,000 | 6,000 | D |
| Employee Stock Options (right to buy)F8 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 4,500 | 4,500 | D |
| Employee Stock Options (right to buy)F9 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 5,200 | 5,200 | D |
| Employee Stock Options (right to buy)F10 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 5,800 | 5,800 | 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 5,800 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 $67.00 to $67.30. 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.
- F3The Reporting Person previously entered into a limit order covering stock options that otherwise would expire December 7, 2015. Pursuant to Rule 10b5-1, these options were exercised automatically and the respective shares were sold automatically based on the stock price reaching a pre-set target price. The total number reported in column 5 includes 342 shares acquired in 2015 through participation in the Company's Dividend Reinvestment Plan. The holdings are net of shares previously withheld or sold to cover withholding taxes.
- F4Represents the number of shares attributable to the reporting person's participation in the Company Stock Fund of the Nordson Savings Plan. Represents obligations whose value is based on the Common Stock through a contribution, exempt pursuant to Rule 16b-3(c), under the Company's Compensation Deferral Program. The reporting person disclaims beneficial ownership of these securities
- F5All such options have fully vested.
- F6On December 7, 2010, the Company granted 4,000 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 5 equal annual installments beginning on December 7, 2011. The vested portions of such options will become exercisable upon vesting.
- F7On November 28, 2011, the Company granted 6,000 stock options under the Company's 2012 Stock Incentive and Award 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 4,500 stock options under the Company's 2012 Stock Incentive and Award 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 5,200 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.