SEC Form 4 · accession 0001214659-15-008165

NORDSON CORP · NDSN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jeffrey A Pembroke

Officer — Vice President

Period of report

Dec 1, 2015

Accepted (ET)

Dec 2, 2015 · 4:58 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	Dec 1, 2015	A	1,616	$0.00	A	2,516	D
Common Stock^F2	holding	—	—		—	1	I	By Company ESOP Plan
Common Stock^F3	holding	—	—		—	137	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	$43.32	holding	—	—	—	—	Dec 7, 2020	Common Stock	800	800	D
Employee Stock Options (right to buy)^F5	$43.73	holding	—	—	—	—	Nov 28, 2021	Common Stock	1,800	1,800	D
Employee Stock Options (right to buy)^F6	$61.59	holding	—	—	—	—	Nov 28, 2022	Common Stock	2,775	2,775	D
Employee Stock Options (right to buy)^F7	$71.75	holding	—	—	—	—	Nov 25, 2023	Common Stock	3,200	3,200	D
Employee Stock Options (right to buy)^F8	$79.66	holding	—	—	—	—	Nov 24, 2024	Common Stock	3,800	3,800	D
Employee Stock Options (right to buy)^F9	$70.91	holding	—	—	—	—	Nov 23, 2025	Common Stock	7,200	7,200	D

Explanation of responses

F1Award 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.
F2Represents 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.
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.
F4On December 7, 2010, the Company awarded 4,000 stock options under the Company's Long-Term Performance 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. The holdings are net of vested options that were exercised.
F5All such options have fully vested.
F6On November 28, 2012, the Company granted 3,700 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. The holdings are net of vested options that were exercised.
F7On November 25, 2013, the Company awarded 3,200 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.
F8On November 24, 2014, the Company awarded 3,800 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.
F9On November 23, 2015, the Company awarded 7,200 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.