SEC Form 4 · accession 0001214659-16-015000
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Gregory A Thaxton
Officer — Senior Vice President, CFO
Period of report
Nov 23, 2016
Accepted (ET)
Nov 28, 2016 · 5:11 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 23, 2016 | F | 376 | $109.14 | D | 43,123 | D | |
| Common StockF2 | Nov 24, 2016 | F | 282 | $109.95 | D | 42,841 | D | |
| Common StockF3 | Nov 25, 2016 | F | 282 | $109.95 | D | 42,559 | D | |
| Common StockF4 | holding | — | — | — | 1,381 | I | By Company ESOP Plan | |
| Common StockF5 | holding | — | — | — | 7,201 | 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 | holding | — | — | — | — | Dec 5, 2017 | Common Stock | 3,200 | 3,200 | D |
| Employee Stock Options (right to buy)F6 | $14.37 | holding | — | — | — | — | Dec 4, 2018 | Common Stock | 13,100 | 7,475 | D |
| Employee Stock Options (right to buy)F6 | $27.26 | holding | — | — | — | — | Dec 3, 2019 | Common Stock | 11,250 | 11,250 | D |
| Employee Stock Options (right to buy)F6 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Stock | 11,400 | 11,400 | D |
| Employee Stock Options (right to buy)F6 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 13,000 | 13,000 | D |
| Employee Stock Options (right to buy)F6 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 11,000 | 11,000 | D |
| Employee Stock Options (right to buy)F7 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 11,000 | 11,000 | D |
| Employee Stock Options (right to buy)F8 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 12,200 | 12,200 | D |
| Employee Stock Options (right to buy)F9 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 17,200 | 17,200 | D |
| Employee Stock Options (right to buy)F10 | $107.65 | holding | — | — | — | — | Nov 21, 2026 | Common Stock | 14,000 | 14,000 | D |
Explanation of responses
- F1On November 23, 2015, the Company awarded 2,400 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on November 23, 2016, and one-third will vest on each of November 23, 2017 and 2018. 376 of the 800 shares that vested November 23, 2016 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.
- F10On November 21, 2016, the Company awarded 14,000 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.
- F2On November 24, 2014, the Company awarded 1,800 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on each of November 24, 2015 and 2016, and one-third will vest on November 24, 2017. 282 of the 600 shares that vested November 24, 2016 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.
- F3On November 25, 2013, the Company awarded 1,800 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on each of November 25, 2014, 2015, and 2016. 282 of the 600 shares that vested November 25, 2016 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.
- F4Represents 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.
- 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 25, 2013, the Company awarded11,000 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.
- F8On November 24, 2014, the Company awarded 12,200 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.
- F9On November 23, 2015, the Company awarded 17,200 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.