SEC Form 4 · accession 0001214659-16-014940
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
Nov 21, 2016
Accepted (ET)
Nov 23, 2016 · 4:29 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 StockF1 | Nov 21, 2016 | A | 1,350 | $0.00 | A | 41,265 | D | |
| Common StockF2 | Nov 21, 2016 | A | 2,700 | $0.00 | A | 44,011 | D | |
| Common StockF3 | holding | — | — | — | 364 | 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)F9 | $107.65 | Nov 21, 2016 | A | 10,000 | A | — | Nov 21, 2026 | Common Stock | 10,000 | 10,000 | 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
- F1On November 21, 2016, the Company awarded 1,350 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares will vest on each of November 30, 2017, 2018, and 2019.
- F2On November 21, 2016, the Company awarded 2,700 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 46 shares acquired through dividend payments and 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 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.
- F9On November 21, 2016, the Company awarded 10,000 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 21, 2017. The vested portions of such options will become exercisable upon vesting.