SEC Form 4 · accession 0001214659-16-013438

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 29, 2016

Accepted (ET)

Aug 29, 2016 · 4:54 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 29, 2016	M	19,800	$14.37	A	59,715	D
Common Stock^F1,F2	Aug 29, 2016	S	19,800	$100.24	D	39,915	D
Common Stock^F3	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)^F4	$14.37	Aug 29, 2016	M	19,800	D	—	Dec 4, 2018	Common Stock	19,800	0	D
Employee Stock Options (right to buy)^F4	$27.26	holding	—	—	—	—	Dec 3, 2019	Common Stock	12,200	12,200	D
Employee Stock Options (right to buy)^F4	$43.32	holding	—	—	—	—	Dec 7, 2020	Common Stock	9,000	9,000	D
Employee Stock Options (right to buy)^F4	$43.73	holding	—	—	—	—	Nov 28, 2021	Common Stock	10,000	10,000	D
Employee Stock Options (right to buy)^F5	$61.59	holding	—	—	—	—	Nov 28, 2022	Common Stock	7,600	7,600	D
Employee Stock Options (right to buy)^F6	$71.75	holding	—	—	—	—	Nov 25, 2023	Common Stock	7,600	7,600	D
Employee Stock Options (right to buy)^F7	$79.66	holding	—	—	—	—	Nov 24, 2024	Common Stock	8,300	8,300	D
Employee Stock Options (right to buy)^F8	$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 $100.54. 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 otherwise expire December 4, 2018, 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.
F3Represents 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.
F4All such options have fully vested.
F5On 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.
F6On 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.
F7On 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.
F8On 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.