SEC Form 4 · accession 0001214659-16-008696
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
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 | 1,323 | $63.35 | D | 155,251 | 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
- 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 32 shares as a result of actual performance achieved, 18,432 earned shares settled on January 4, 2016. The holdings are net of shares previously withheld or sold 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.