SEC Form 4 · accession 0001214659-17-001698
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey A Pembroke
Officer — Vice President
Period of report
Mar 2, 2017
Accepted (ET)
Mar 6, 2017 · 4:17 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 | Mar 2, 2017 | M | 2,775 | $0.00 | A | 8,198 | D | |
| Common StockF1 | Mar 2, 2017 | S | 2,775 | $124.00 | D | 5,426 | D | |
| Common StockF2 | holding | — | — | — | 2 | I | By Company ESOP Plan | |
| Common StockF3 | holding | — | — | — | 136 | 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 | $61.59 | Mar 2, 2017 | M | 2,775 | D | — | Nov 28, 2022 | Common Stock | 2,775 | 0 | D |
| Employee Stock Options (right to buy)F5 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 3,200 | 3,200 | D |
| Employee Stock Options (right to buy)F6 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 3,800 | 3,800 | D |
| Employee Stock Options (right to buy)F7 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 7,200 | 7,200 | D |
| Employee Stock Options (right to buy)F8 | $107.65 | holding | — | — | — | — | Nov 21, 2026 | Common Stock | 6,500 | 6,500 | D |
Explanation of responses
- F1Exercise of reporting person's stock options of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale. The holdings include 3 shares acquired through participation in the Company's dividend reinvestment plan 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).
- 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).
- F4All such options have fully vested.
- F5On November 25, 2013, the Company awarded 3,200 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 3,800 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 7,200 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.
- F8On November 21, 2016, the Company awarded 6,500 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.