SEC Form 4 · accession 0001214659-16-011975

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

May 27, 2016

Accepted (ET)

Jun 1, 2016 · 5:03 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 Stock	May 27, 2016	M	800	$43.32	A	2,677	D
Common Stock^F1	May 27, 2016	S	800	$89.00	D	1,877	D
Common Stock	May 27, 2016	M	1,800	$43.73	A	3,677	D
Common Stock^F2	May 27, 2016	S	1,800	$89.00	D	1,880	D
Common Stock^F3	holding	—	—		—	2	I	By Company ESOP Plan
Common Stock^F4	holding	—	—		—	138	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	$43.32	May 27, 2016	M	800	D	—	Dec 7, 2020	Common Stock	800	0	D
Employee Stock Options (right to buy)^F5	$43.73	May 27, 2016	M	1,800	D	—	Nov 28, 2021	Common Stock	1,800	0	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

F1Exercise of reporting person's stock options of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale.
F2Exercise of reporting person's stock options of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale. The holdings include 3 shares acquired through 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 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.