SEC Form 4 · accession 0001214659-15-008022

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

Nov 23, 2015

Accepted (ET)

Nov 25, 2015 · 5:18 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^F1	Nov 23, 2015	A	2,400	$0.00	A	16,156	D
Common Stock^F2	Nov 24, 2015	F	282	$71.23	D	41,632	D
Common Stock^F3	holding	—	—		—	1,360	I	By Company ESOP Plan
Common Stock^F4	holding	—	—		—	4,316	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)^F10	$70.91	Nov 23, 2015	A	17,200	A	—	Nov 23, 2025	Common Stock	17,200	17,200	D
Employee Stock Options (right to buy)^F5	$26.46	holding	—	—	—	—	Dec 5, 2017	Common Stock	4,800	4,800	D
Employee Stock Options (right to buy)^F5	$14.37	holding	—	—	—	—	Dec 4, 2018	Common Stock	13,100	7,475	D
Employee Stock Options (right to buy)^F5	$27.26	holding	—	—	—	—	Dec 3, 2019	Common Stock	11,250	11,250	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)^F6	$43.73	holding	—	—	—	—	Nov 28, 2021	Common Stock	13,000	13,000	D
Employee Stock Options (right to buy)^F7	$61.59	holding	—	—	—	—	Nov 28, 2022	Common Stock	11,000	11,000	D
Employee Stock Options (right to buy)^F8	$71.75	holding	—	—	—	—	Nov 25, 2023	Common Stock	11,000	11,000	D
Employee Stock Options (right to buy)^F9	$79.66	holding	—	—	—	—	Nov 24, 2024	Common Stock	12,200	12,200	D

Explanation of responses

F1On November 23, 2015, the Company awarded 2,400 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares will vest on each of November 23, 2015, 2016, and 2017.
F10On November 23, 2015, the Company awarded 17,200 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 23, 2016. The vested portions of such options will become exercisable upon vesting.
F2On November 24, 2014, the Company awarded 1,800 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested November 24, 2015, and one-third will vest November 24, on each of 2016 and 2017. 282 of the 600 shares that vested November 24, 2015 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes, and include 25,758 shares underlying performance share units that have vested and share equivalent units that were previously reported in Table II.
F3Represents 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). The reporting person disclaims beneficial ownership of these securities.
F4Represents the number of shares attributable to the reporting person's participation in the Company's Savings Plan, exempt pursuant to Rule 16b-3(c). The reporting person disclaims beneficial ownership of these securities.
F5All such options have fully vested
F6On November 28, 2011, the Company awarded 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.
F7On November 28, 2012, the Company awarded 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.
F8On November 25, 2013, the Company awarded11,000 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.
F9On November 24, 2014, the Company awarded 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.