SEC Form 4 · accession 0001214659-16-014943

NORDSON CORP · NDSN

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

Reporting owner

Michael F Hilton

Officer — President & CEO · Director

Period of report

Nov 21, 2016

Accepted (ET)

Nov 23, 2016 · 4:30 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	7,450	$0.00	A	158,532	D
Common Stock^F2	Nov 21, 2016	A	14,900	$0.00	A	174,092	D

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)^F8	$107.65	Nov 21, 2016	A	60,400	A	—	Nov 21, 2026	Common Stock	60,400	60,400	D
Employee Stock Options (right to buy)^F3	$30.70	holding	—	—	—	—	Jan 16, 2020	Common Stock	69,218	69,218	D
Employee Stock Options (right to buy)^F3	$43.32	holding	—	—	—	—	Dec 7, 2020	Common Stock	50,000	50,000	D
Employee Stock Options (right to buy)^F3	$43.73	holding	—	—	—	—	Nov 28, 2021	Common Stock	55,000	55,000	D
Employee Stock Options (right to buy)^F4	$61.59	holding	—	—	—	—	Nov 28, 2022	Common Stock	43,000	43,000	D
Employee Stock Options (right to buy)^F5	$71.75	holding	—	—	—	—	Nov 25, 2023	Common Stock	42,700	42,700	D
Employee Stock Options (right to buy)^F6	$79.66	holding	—	—	—	—	Nov 24, 2024	Common Stock	49,100	49,100	D
Employee Stock Options (right to buy)^F7	$70.91	holding	—	—	—	—	Nov 23, 2025	Common Stock	72,800	72,800	D

Explanation of responses

F1On November 21, 2016, the Company awarded 7,450 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 14,900 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 660 shares acquired through dividend payments and are net of shares previously withheld or sold to cover withholding taxes.
F3All such options have fully vested.
F4On November 28, 2012, the Company awarded 43,000 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.
F5On November 25, 2013, the Company awarded 42,700 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.
F6On November 24, 2014, the Company awarded 49,100 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.
F7On November 23, 2015, the Company awarded 72,800 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.
F8On November 21, 2016, the Company awarded 60,400 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.