SEC Form 4 · accession 0001214659-16-011897
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Shelly Peet
Officer — Vice President
Period of report
May 26, 2016
Accepted (ET)
May 31, 2016 · 5:01 pm EDT
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 | Feb 29, 2016 | G | 152 | $0.00 | D | 31,722 | D | |
| Common Stock | May 26, 2016 | M | 3,200 | $26.46 | A | 34,922 | D | |
| Common StockF2 | May 26, 2016 | F | 968 | $87.49 | D | 34,139 | D | |
| Common StockF3 | holding | — | — | — | 5 | I | By Company ESOP Plan | |
| Common StockF4 | holding | — | — | — | 1,440 | 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)F5 | $26.46 | May 26, 2016 | M | 3,200 | D | — | Dec 5, 2017 | Common Stock | 3,200 | 0 | D |
| Employee Stock Options (right to buy)F5 | $14.37 | holding | — | — | — | — | Dec 4, 2018 | Common Stock | 2,800 | 2,800 | D |
| Employee Stock Options (right to buy)F5 | $27.26 | holding | — | — | — | — | Dec 3, 2019 | Common Stock | 5,250 | 5,250 | D |
| Employee Stock Options (right to buy)F5 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Stock | 5,600 | 5,600 | D |
| Employee Stock Options (right to buy)F5 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 6,000 | 6,000 | D |
| Employee Stock Options (right to buy)F6 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 5,000 | 5,000 | D |
| Employee Stock Options (right to buy)F7 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 5,200 | 5,200 | D |
| Employee Stock Options (right to buy)F8 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 5,800 | 5,800 | D |
| Employee Stock Options (right to buy)F9 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 9,100 | 9,100 | D |
Explanation of responses
- F1On each of February 29, 2016 and March 1, 2016, the reporting person made a gift of shares for a cumulative total of 152 shares gifted. For tax purposes, the value date of the shares delivered is each respective date a gift was made.
- F2Exercise of reporting person's stock options that would otherwise expire December 5, 2017. Unrestricted shares of reporting person were sold to pay the exercise price pursuant to a broker-assisted cashless exercise and hold. The net holdings include 185 shares acquired through dividend payments and participation in the Company's Dividend Reinvestment Plan and are net of shares previously withheld or sold to cover withholding taxes.
- F3Represents 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.
- F4Represents 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.
- F5All such options have fully vested.
- F6On 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.
- F7On November 25, 2013, the Company awarded 5,200 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 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.
- F9On 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.