SEC Form 4 · accession 0001214659-16-008689
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
Jan 4, 2016
Accepted (ET)
Jan 6, 2016 · 4:30 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 | Jan 4, 2016 | F | 636 | $63.35 | D | 1,877 | D | |
| Common StockF2 | holding | — | — | — | 1 | I | By Company ESOP Plan | |
| Common StockF3 | 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)F4 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 1,800 | 1,800 | D |
| Employee Stock Options (right to buy)F5 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 2,775 | 2,775 | D |
| Employee Stock Options (right to buy)F6 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 3,200 | 3,200 | D |
| Employee Stock Options (right to buy)F7 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 3,800 | 3,800 | D |
| Employee Stock Options (right to buy)F8 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 7,200 | 7,200 | D |
Explanation of responses
- F1Shares withheld to cover withholding taxes due upon settlement of the performance share units that were reported on December 2, 2015. The ultimate number of shares earned was subject to adjustment based on actual performance. Including a downward adjustment of 3 shares as a result of actual performance achieved, 1,613 earned shares settled on January 4, 2016. The holdings are net of shares previously withheld or sold to cover withholding taxes.
- 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.
- F4All such options have fully vested.
- F5On 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.
- F6On 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.
- F7On 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.
- F8On 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.