SEC Form 4 · accession 0001214659-16-008691

NORDSON CORP · NDSN

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

Reporting owner

Gregory A Thaxton

Officer — Senior Vice President, CFO

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 Stock^F1	Jan 4, 2016	F	943	$63.35	D	44,816	D
Common Stock^F2	holding	—	—		—	1,360	I	By Company ESOP Plan
Common Stock^F3	holding	—	—		—	4,316	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	$26.46	holding	—	—	—	—	Dec 5, 2017	Common Stock	4,800	4,800	D
Employee Stock Options (right to buy)^F4	$14.37	holding	—	—	—	—	Dec 4, 2018	Common Stock	13,100	7,475	D
Employee Stock Options (right to buy)^F4	$27.26	holding	—	—	—	—	Dec 3, 2019	Common Stock	11,250	11,250	D
Employee Stock Options (right to buy)^F4	$43.32	holding	—	—	—	—	Dec 7, 2020	Common Stock	11,400	11,400	D
Employee Stock Options (right to buy)^F4	$43.73	holding	—	—	—	—	Nov 28, 2021	Common Stock	13,000	13,000	D
Employee Stock Options (right to buy)^F5	$61.59	holding	—	—	—	—	Nov 28, 2022	Common Stock	11,000	11,000	D
Employee Stock Options (right to buy)^F6	$71.75	holding	—	—	—	—	Nov 25, 2023	Common Stock	11,000	11,000	D
Employee Stock Options (right to buy)^F7	$79.66	holding	—	—	—	—	Nov 24, 2024	Common Stock	12,200	12,200	D
Employee Stock Options (right to buy)^F8	$70.91	holding	—	—	—	—	Nov 23, 2025	Common Stock	17,200	17,200	D

Explanation of responses

F1Shares withheld to cover withholding taxes due upon settlement of the performance share units that were reported on December 1, 2015. The ultimate number of shares earned was subject to adjustment based on actual performance. Including a downward adjustment of 8 shares as a result of actual performance achieved, 4,723 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. Holdings are corrected due to a scrivener error in the December 1, 2015 reporting.
F4All such options have fully vested
F5On November 28, 2012, the Company awarded 11,000 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.
F6On November 25, 2013, the Company awarded11,000 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 12,200 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 17,200 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.