SEC Form 4 · accession 0001214659-17-007128
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert E Veillette
Officer — VP, General Counsel & Sec
Period of report
Nov 30, 2017
Accepted (ET)
Dec 4, 2017 · 4:15 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 30, 2017 | F | 119 | $128.36 | D | 51,434 | D | |
| Common StockF2 | Dec 1, 2017 | A | 3,650 | $0.00 | A | 55,084 | D | |
| Common StockF3 | holding | — | — | — | 2,131 | I | By Company ESOP Plan | |
| Common StockF4 | holding | — | — | — | 502 | 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)F5 | $14.37 | holding | — | — | — | — | Dec 4, 2018 | Common Stock | 17,000 | 17,000 | D |
| Employee Stock Options (right to buy)F5 | $27.26 | holding | — | — | — | — | Dec 3, 2019 | Common Stock | 8,000 | 8,000 | D |
| Employee Stock Options (right to buy)F5 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Stock | 6,400 | 6,400 | D |
| Employee Stock Options (right to buy)F5 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 8,800 | 8,800 | D |
| Employee Stock Options (right to buy)F5 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 7,100 | 7,100 | D |
| Employee Stock Options (right to buy)F5 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 6,900 | 6,900 | D |
| Employee Stock Options (right to buy)F6 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 7,600 | 7,600 | D |
| Employee Stock Options (right to buy)F7 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 11,000 | 11,000 | D |
| Employee Stock Options (right to buy)F8 | $107.65 | holding | — | — | — | — | Nov 21, 2026 | Common Stock | 8,600 | 8,600 | D |
Explanation of responses
- F1On November 21, 2016, the Company awarded 1,100 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on November 30, 2017, and one-third will vest on each of November 30, 2018 and 2019. 119 of the 366 shares that vested November 30, 2017 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.
- F2Award of performance share units under the Company's 2012 Stock Incentive and Award Plan that were earned upon the achievement of performance measures over a 3-year performance period ended October 31, 2017. The holdings are net of shares previously withheld or sold to cover withholding taxes.
- F3Represents the number of shares attributable to the reporting person's participation in the Company Stock Fund of the Nordson Employee Stock Ownership Plan, exempt pursuant to Rule 16b-3(c).
- F4Represents the number of shares attributable to the reporting person's participation in the Company's Savings Plan, exempt pursuant to Rule 16b-3(c).
- F5All such options have fully vested.
- F6On November 24, 2014, the Company awarded 7,600 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 11,000 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 8,600 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.