SEC Form 4 · accession 0001214659-18-000123
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert E Veillette
Other
Period of report
Dec 29, 2017
Accepted (ET)
Jan 3, 2018 · 4:20 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 29, 2017 | F | 238 | $146.40 | D | 53,252 | D | |
| Common StockF2 | Dec 29, 2017 | F | 152 | $146.99 | D | 53,100 | D | |
| Common StockF3 | holding | — | — | — | 2,129 | I | By Company ESOP Plan | |
| Common StockF4 | holding | — | — | — | 505 | 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 were to vest on each of November 30, 2018 and 2019. The reporting person retired effective December 31, 2017. Vesting of 734 restricted shares was accelerated as a result of retirement. 238 of the 734 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.
- F2On November 23, 2015, the Company awarded 1,400 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on each of November 23, 2016 and 2017, and one-third were to vest on November 23, 2018. The reporting person retired effective December 31, 2017. Vesting of 468 restricted shares was accelerated as a result of retirement. 152 of the 468 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.
- 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.