SEC Form 4 · accession 0001214659-16-014938

NORDSON CORP · NDSN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Douglas C Bloomfield

Officer — Vice President

Period of report

Nov 21, 2016

Accepted (ET)

Nov 23, 2016 · 4:28 pm EST

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^F1	Nov 21, 2016	A	2,100	$0.00	A	44,117	D
Common Stock^F2	holding	—	—		—	3,258	I	By Company ESOP Plan
Common Stock^F3	holding	—	—		—	223	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	$43.32	holding	—	—	—	—	Dec 7, 2020	Common Stock	9,400	9,400	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	7,300	7,300	D
Employee Stock Options (right to buy)^F7	$79.66	holding	—	—	—	—	Nov 24, 2024	Common Stock	7,900	7,900	D
Employee Stock Options (right to buy)^F8	$70.91	holding	—	—	—	—	Nov 23, 2025	Common Stock	11,700	11,700	D

Explanation of responses

F1On November 21, 2016, the Company awarded 2,100 performance shares under the Company's 2012 Stock Incentive and Award Plan, which represent the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets settle in January 2020. The ultimate number of shares earned is subject to adjustment based on actual performance. The holdings include 81 shares acquired through dividend payments and are net of shares previously withheld or sold to cover withholding taxes.
F2Represents 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.
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 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.
F6On November 25, 2013, the Company awarded 7,300 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 7,900 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 11,700 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.