SEC Form 4 · accession 0001214659-17-007136

NORDSON CORP · NDSN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James E DeVries

Officer — Vice President

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 Stock^F1	Nov 30, 2017	F	144	$128.36	D	39,138	D
Common Stock^F2	Dec 1, 2017	A	2,890	$0.00	A	42,028	D
Common Stock^F3	holding	—	—		—	2,861	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)^F4	$14.37	holding	—	—	—	—	Dec 4, 2018	Common Stock	5,800	5,800	D
Employee Stock Options (right to buy)^F4	$27.26	holding	—	—	—	—	Dec 3, 2019	Common Stock	3,500	3,500	D
Employee Stock Options (right to buy)^F4	$43.32	holding	—	—	—	—	Dec 7, 2020	Common Stock	4,000	4,000	D
Employee Stock Options (right to buy)^F4	$43.73	holding	—	—	—	—	Nov 28, 2021	Common Stock	6,000	6,000	D
Employee Stock Options (right to buy)^F4	$61.59	holding	—	—	—	—	Nov 28, 2022	Common Stock	4,500	4,500	D
Employee Stock Options (right to buy)^F4	$71.75	holding	—	—	—	—	Nov 25, 2023	Common Stock	5,200	5,200	D
Employee Stock Options (right to buy)^F5	$79.66	holding	—	—	—	—	Nov 24, 2024	Common Stock	5,800	5,800	D
Employee Stock Options (right to buy)^F6	$70.91	holding	—	—	—	—	Nov 23, 2025	Common Stock	9,100	9,100	D
Employee Stock Options (right to buy)^F7	$107.65	holding	—	—	—	—	Nov 21, 2026	Common Stock	6,600	6,600	D
Employee Stock Options (right to buy)^F8	$127.67	holding	—	—	—	—	Nov 20, 2027	Common Stock	6,500	6,500	D

Explanation of responses

F1On November 21, 2016, the Company awarded 900 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. 144 of the 300 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).
F4All such options have fully vested.
F5On November 24, 2014, the Company awarded 5,800 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.
F6On November 23, 2015, the Company awarded 9,100 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 6,600 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.
F8On November 20, 2017, 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 20, 2018. The vested portions of such options will become exercisable upon vesting.