SEC Form 4 · accession 0001214659-15-008074
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael F Hilton
Officer — President & CEO · Director
Period of report
Nov 25, 2015
Accepted (ET)
Nov 30, 2015 · 4:14 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 25, 2015 | F | 1,143 | $72.29 | D | 139,395 | D |
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)F2 | $30.70 | holding | — | — | — | — | Jan 16, 2020 | Common Stock | 69,218 | 69,218 | D |
| Employee Stock Options (right to buy)F2 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Stock | 50,000 | 50,000 | D |
| Employee Stock Options (right to buy)F2 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 55,000 | 55,000 | D |
| Employee Stock Options (right to buy)F3 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 43,000 | 43,000 | D |
| Employee Stock Options (right to buy)F4 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 42,700 | 42,700 | D |
| Employee Stock Options (right to buy)F5 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 49,100 | 49,100 | D |
| Employee Stock Options (right to buy)F6 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 72,800 | 72,800 | D |
Explanation of responses
- F1On November 25, 2013, the Company awarded 7,300 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on each of November 25, 2014 and 2015, and one-third will vest November 25, 2016. 1,143 of the 2,433 shares that vested November 25, 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.
- F2All such options have fully vested.
- F3On November 28, 2012, the Company awarded 43,000 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.
- F4On November 25, 2013, the Company awarded 42,700 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.
- F5On November 24, 2014, the Company awarded 49,100 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.
- F6On November 23, 2015, the Company awarded 72,800 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.