SEC Form 4 · accession 0001214659-16-013415
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory P Merk
Officer — Senior Vice President
Period of report
Aug 25, 2016
Accepted (ET)
Aug 26, 2016 · 4:58 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 | Aug 25, 2016 | M | 6,000 | $26.46 | A | 45,812 | D | |
| Common StockF1,F2 | Aug 25, 2016 | S | 6,000 | $100.04 | D | 39,812 | D | |
| Common Stock | Aug 26, 2016 | M | 7,600 | $26.46 | A | 47,412 | D | |
| Common Stock | Aug 26, 2016 | M | 3,000 | $14.37 | A | 50,412 | D | |
| Common StockF3,F4 | Aug 26, 2016 | S | 10,600 | $100.45 | D | 39,915 | D | |
| Common StockF5 | holding | — | — | — | 363 | 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)F6 | $26.46 | Aug 25, 2016 | M | 6,000 | D | — | Dec 5, 2017 | Common Stock | 13,600 | 7,600 | D |
| Employee Stock Options (right to buy)F6 | $26.46 | Aug 26, 2016 | M | 7,600 | D | — | Dec 5, 2017 | Common Stock | 7,600 | 0 | D |
| Employee Stock Options (right to buy)F6 | $14.37 | Aug 26, 2016 | M | 3,000 | D | — | Dec 4, 2018 | Common Stock | 22,800 | 19,800 | D |
| Employee Stock Options (right to buy)F6 | $27.26 | holding | — | — | — | — | Dec 3, 2019 | Common Stock | 12,200 | 12,200 | D |
| Employee Stock Options (right to buy)F6 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Stock | 9,000 | 9,000 | D |
| Employee Stock Options (right to buy)F6 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 10,000 | 10,000 | D |
| Employee Stock Options (right to buy)F7 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 7,600 | 7,600 | D |
| Employee Stock Options (right to buy)F8 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 7,600 | 7,600 | D |
| Employee Stock Options (right to buy)F9 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 8,300 | 8,300 | D |
| Employee Stock Options (right to buy)F10 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 13,400 | 13,400 | 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 $100.00 to $100.12. 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.
- F10On November 23, 2015, the Company awarded 13,400 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.
- F2Exercise of reporting person's stock options that otherwise expire December 5, 2017, 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. The holdings are net of shares previously withheld or sold to cover withholding taxes.
- F3Price 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 $100.05 to $100.75. 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.
- F4Exercise of reporting person's stock options that otherwise expire December 5, 2017 and December 4, 2018, respectively, 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. The holdings include 103 shares acquired through dividend payments and are net of shares previously withheld or sold to cover withholding taxes.
- F5Represents 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.
- F6All such options have fully vested.
- F7On November 28, 2012, the Company awarded 7,600 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.
- F8On November 25, 2013, the Company awarded 7,600 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.
- F9On November 24, 2014, the Company awarded 8,300 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.