SEC Form 4 · accession 0001214659-17-000083
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
Dec 30, 2016
Accepted (ET)
Jan 4, 2017 · 4:37 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 | Dec 19, 2016 | G | 1,500 | $0.00 | D | 46,207 | D | |
| Common StockF2 | Dec 30, 2016 | F | 90 | $112.85 | D | 45,995 | D | |
| Common StockF3 | Dec 30, 2016 | F | 117 | $112.85 | D | 45,239 | D | |
| Common StockF4 | Jan 3, 2017 | F | 1,356 | $113.42 | D | 43,957 | D | |
| Common StockF5 | holding | — | — | — | 3,245 | I | By Company ESOP Plan | |
| Common StockF6 | holding | — | — | — | 220 | 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)F7 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Stock | 9,400 | 9,400 | D |
| Employee Stock Options (right to buy)F7 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 10,000 | 10,000 | D |
| Employee Stock Options (right to buy)F7 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 7,600 | 7,600 | D |
| Employee Stock Options (right to buy)F8 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 7,300 | 7,300 | D |
| Employee Stock Options (right to buy)F9 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 7,900 | 7,900 | D |
| Employee Stock Options (right to buy)F10 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 11,700 | 11,700 | D |
Explanation of responses
- F1On each of December 19, 2016 and December 20, 2016, the reporting person made a gift of shares for a cumulative total of 1,500 shares gifted. For tax purposes, the value date of the shares delivered is each respective date a gift was made.
- F10On 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.
- F2On November 24, 2014, the Company awarded 1,200 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on each of November 23, 2015 and 2016, and one-third were to vest on November 24, 2017. The reporting person retired effective December 31, 2016. Vesting of 278 restricted shares was accelerated and 122 shares were forfeited as a result of retirement. 90 of the 278 shares that vested 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 23, 2015, the Company awarded 1,500 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 were to vest on each of November 23, 2017 and 2018. The reporting person retired effective December 31, 2016. Vesting of 361 restricted shares was accelerated and 639 shares were forfeited as a result of retirement. 117 of the 361 shares that vested were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.
- F4Shares withheld to cover withholding taxes due upon settlement of the performance share units that were reported on December 2, 2016. The net holdings include 74 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.
- F5Represents 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).
- F6Represents the number of shares attributable to the reporting person's participation in the Company's Savings Plan, exempt pursuant to Rule 16b-3(c).
- F7All such options have fully vested.
- F8On 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.
- F9On 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.