SEC Form 4 · accession 0001214659-18-000229
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory P Merk
Officer — Senior Vice President
Period of report
Jan 3, 2018
Accepted (ET)
Jan 5, 2018 · 4:37 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 | Jan 3, 2018 | F | 1,453 | $149.12 | D | 51,891 | D | |
| Common Stock | Jan 4, 2018 | M | 12,200 | $27.26 | A | 64,091 | D | |
| Common StockF2,F3 | Jan 4, 2018 | S | 12,200 | $150.03 | D | 51,891 | D | |
| Common StockF4 | holding | — | — | — | 364 | 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 | $27.26 | Jan 4, 2018 | M | 12,200 | D | — | Dec 3, 2019 | Common Stock | 12,200 | 0 | D |
| Employee Stock Options (right to buy)F5 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Stock | 9,000 | 9,000 | D |
| Employee Stock Options (right to buy)F5 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 10,000 | 10,000 | D |
| Employee Stock Options (right to buy)F5 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 7,600 | 7,600 | D |
| Employee Stock Options (right to buy)F5 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 7,600 | 7,600 | D |
| Employee Stock Options (right to buy)F6 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 8,300 | 8,300 | D |
| Employee Stock Options (right to buy)F7 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 13,400 | 13,400 | D |
| Employee Stock Options (right to buy)F8 | $107.65 | holding | — | — | — | — | Nov 21, 2026 | Common Stock | 10,000 | 10,000 | D |
| Employee Stock Options (right to buy)F9 | $127.67 | holding | — | — | — | — | Nov 20, 2027 | Common Stock | 9,000 | 9,000 | D |
Explanation of responses
- F1Shares withheld to cover withholding taxes due upon settlement of the performance share units that were reported on December 4, 2017. The net holdings are net of shares previously withheld or sold to cover withholding taxes.
- F2Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $150.00 to 150.20. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.
- F3Exercise of reporting person's stock options that otherwise expire December 3, 2019, 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. The holdings include 6 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.
- 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 8,300 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 13,400 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 10,000 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.
- F9On November 20, 2017, the Company awarded 9,000 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.