SEC Form 4 · accession 0001214659-17-005504
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John J Keane
Officer — Senior Vice President
Period of report
Aug 28, 2017
Accepted (ET)
Sep 5, 2017 · 4:15 pm EDT
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 | Aug 28, 2017 | F | 939 | $108.84 | D | 59,199 | D | |
| Common StockF2 | holding | — | — | — | 890 | I | By Company ESOP 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)F3 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Stock | 16,000 | 16,000 | D |
| Employee Stock Options (right to buy)F3 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 16,000 | 16,000 | D |
| Employee Stock Options (right to buy)F3 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 11,900 | 11,900 | D |
| Employee Stock Options (right to buy)F4 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 11,500 | 11,500 | D |
| Employee Stock Options (right to buy)F5 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 12,500 | 12,500 | D |
| Employee Stock Options (right to buy)F6 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 17,200 | 17,200 | D |
| Employee Stock Options (right to buy)F7 | $107.65 | holding | — | — | — | — | Nov 21, 2026 | Common Stock | 14,000 | 14,000 | D |
Explanation of responses
- F1On August 27, 2014, the Company awarded 2,000 restricted shares under the Company's 2012 Stock Incentive and Award Plan, which cliff vested on the third anniversary of the award. 939 of the 2,000 shares that vested August 27, 2017 were withheld to cover withholding taxes due upon vesting. The holdings include 52 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.
- 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).
- F3All such options have fully vested.
- F4On November 25, 2013, the Company awarded 11,500 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.
- F5On November 24, 2014, the Company awarded 12,500 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.
- F6On 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.
- F7On 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.