SEC Form 4 · accession 0001214659-15-008112
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory P Merk
Officer — Senior Vice President
Period of report
Nov 28, 2015
Accepted (ET)
Dec 1, 2015 · 4:41 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 28, 2015 | F | 205 | $72.74 | D | 37,725 | D | |
| Common StockF2 | Dec 1, 2015 | A | 3,231 | $0.00 | A | 40,956 | D | |
| Common StockF3 | holding | — | — | — | 3,434 | 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)F4 | $24.39 | holding | — | — | — | — | Nov 22, 2016 | Common Stock | 7,000 | 7,000 | D |
| Employee Stock Options (right to buy)F4 | $26.46 | holding | — | — | — | — | Dec 5, 2017 | Common Stock | 13,600 | 13,600 | D |
| Employee Stock Options (right to buy)F4 | $14.37 | holding | — | — | — | — | Dec 4, 2018 | Common Stock | 22,800 | 22,800 | D |
| Employee Stock Options (right to buy)F4 | $27.26 | holding | — | — | — | — | Dec 3, 2019 | Common Stock | 12,200 | 12,200 | D |
| Employee Stock Options (right to buy)F4 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Stock | 9,000 | 9,000 | D |
| Employee Stock Options (right to buy)F4 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 10,000 | 10,000 | D |
| Employee Stock Options (right to buy)F5 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 7,600 | 7,600 | D |
| Employee Stock Options (right to buy)F6 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 7,600 | 7,600 | D |
| Employee Stock Options (right to buy)F7 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 8,300 | 8,300 | D |
| Employee Stock Options (right to buy)F8 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 13,400 | 13,400 | D |
Explanation of responses
- F1On November 28, 2012, the Company awarded 1,450 restricted shares under the Company's Long-Term Performance Plan. One-third of the restricted shares vested on each of November 28, 2013, 2014 and 2015. 205 of the 484 shares that vested November 28, 2015 were withheld to cover withholding taxes due upon vesting. The holdings include 1,292 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.
- F2Award of performance share units under the Company's 2012 Stock Incentive and Award Plan that were earned upon the achievement of performance measures over a 3-year performance period ended October 31, 2015. The performance share units are settled in common shares on a one-to-one basis on the settlement date.
- F3Represents 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.
- F4All such options have fully vested.
- F5On November 28, 2012, the Company awarded 7,600 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.
- F6On November 25, 2013, 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 25, 2014. The vested portions of such options will become exercisable upon vesting.
- F7On November 24, 2014, the Company awarded 8,300 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.
- F8On November 23, 2015, the Company awarded 13,400 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.