SEC Form 4 · accession 0001214659-16-012143
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James E DeVries
Officer — Vice President
Period of report
Jun 8, 2016
Accepted (ET)
Jun 9, 2016 · 4:18 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 | Jun 8, 2016 | M | 5,000 | $24.46 | A | 37,393 | D | |
| Common StockF1,F2 | Jun 8, 2016 | S | 5,000 | $88.02 | D | 32,603 | D | |
| Common StockF3 | holding | — | — | — | 2,826 | I | By Company ESOP 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 | $24.46 | Jun 8, 2016 | M | 5,000 | D | — | Dec 6, 2016 | Common Stock | 5,000 | 0 | D |
| Employee Stock Options (right to buy)F4 | $26.46 | holding | — | — | — | — | Dec 5, 2017 | Common Stock | 5,000 | 5,000 | D |
| Employee Stock Options (right to buy)F4 | $14.37 | holding | — | — | — | — | Dec 4, 2018 | Common Stock | 5,800 | 5,800 | D |
| Employee Stock Options (right to buy)F4 | $27.26 | holding | — | — | — | — | Dec 3, 2019 | Common Stock | 3,500 | 3,500 | D |
| Employee Stock Options (right to buy)F4 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Stock | 4,000 | 4,000 | D |
| Employee Stock Options (right to buy)F4 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 6,000 | 6,000 | D |
| Employee Stock Options (right to buy)F5 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 4,500 | 4,500 | D |
| Employee Stock Options (right to buy)F6 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 5,200 | 5,200 | D |
| Employee Stock Options (right to buy)F7 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 5,800 | 5,800 | D |
| Employee Stock Options (right to buy)F8 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 9,100 | 9,100 | D |
Explanation of responses
- F1Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $88.00 to $88.06. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.
- F2Exercise of reporting person's stock options that would otherwise expire in December 2016, 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 210 shares acquired through dividend payments under 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 Stock Fund of the Nordson Employee Stock Ownership 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 4,500 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 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.
- F7On November 24, 2014, the Company awarded 5,800 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 9,100 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.