SEC Form 4 · accession 0001214659-15-008023
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert E Veillette
Officer — VP, General Counsel & Sec
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 StockF1 | Nov 23, 2015 | A | 118 | $0.00 | A | 34,404 | D | |
| Common StockF2 | Nov 23, 2015 | A | 1,400 | $0.00 | A | 35,804 | D | |
| Common StockF3 | Nov 24, 2015 | F | 188 | $71.23 | D | 35,636 | D | |
| Common StockF4 | holding | — | — | — | 2,083 | I | By Company ESOP Plan | |
| Common StockF5 | holding | — | — | — | 500 | 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)F11 | $70.91 | Nov 23, 2015 | A | 11,000 | A | — | Nov 23, 2025 | Common Stock | 11,000 | 11,000 | D |
| Employee Stock Options (right to buy)F6 | $24.46 | holding | — | — | — | — | Dec 6, 2016 | Common Stock | 1,000 | 1,000 | D |
| Employee Stock Options (right to buy)F6 | $27.81 | holding | — | — | — | — | Feb 20, 2017 | Common Stock | 8,000 | 8,000 | D |
| Employee Stock Options (right to buy)F6 | $26.46 | holding | — | — | — | — | Dec 5, 2017 | Common Stock | 6,400 | 6,400 | D |
| Employee Stock Options (right to buy)F6 | $14.37 | holding | — | — | — | — | Dec 4, 2018 | Common Stock | 17,000 | 17,000 | D |
| Employee Stock Options (right to buy)F6 | $27.26 | holding | — | — | — | — | Dec 3, 2019 | Common Stock | 8,000 | 8,000 | D |
| Employee Stock Options (right to buy)F6 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Stock | 6,400 | 6,400 | D |
| Employee Stock Options (right to buy)F7 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 8,800 | 8,800 | D |
| Employee Stock Options (right to buy)F8 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 7,100 | 7,100 | D |
| Employee Stock Options (right to buy)F9 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 6,900 | 6,900 | D |
| Employee Stock Options (right to buy)F10 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 7,600 | 7,600 | D |
Explanation of responses
- F1Share equivalent units acquired through dividend payments. Share equivalent units are settled in common shares on a one-to-one basis at reporting person's termination of employment or retirement subject to delayed distribution rules of Internal Revenue Code Section 409(A). The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes, and include 18,530 shares underlying performance share units and share equivalent units that were previously reported in Table II.
- F10On November 24, 2014, the Company awarded 7,600 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.
- F11On November 23, 2015, the Company awarded 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 23, 2016. The vested portions of such options will become exercisable upon vesting.
- F2On November 23, 2015, the Company awarded 1,400 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, 2016, 2017, and 2018.
- F3On November 24, 2014, the Company awarded 1,200 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. 188 of the 400 shares that vested November 24, 2015 were withheld to cover withholding taxes due upon vesting. The holdings include 29 shares acquired through participation in the Company's Dividend Reinvestment Plan, and are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.
- F4Represents the number of shares attributable to the reporting person's participation in the Company Stock Fund of the Nordson Employee Stock Ownership Plan, exempt pursuant to Rule 16b-3(c). The reporting person disclaims beneficial ownership of these securities.
- F5Represents 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
- F6All such options have fully vested.
- F7On November 28, 2011, the Company awarded 8,800 stock options under the Company's Long-Term Performance Plan. The options vest in 4 equal installments beginning on each of November 28, 2012. The vested portions of such options will become exercisable upon vesting.
- F8On November 28, 2012, the Company awarded 7,100 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 awarded 6,900 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.