SEC Form 4 · accession 0001214659-18-000233
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Shelly Peet
Officer — Vice President
Period of report
Jan 3, 2018
Accepted (ET)
Jan 5, 2018 · 4:40 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 19, 2017 | G | 35 | $0.00 | D | 43,362 | D | |
| Common StockF2 | Jan 3, 2018 | S | 14,192 | $148.81 | D | 29,170 | D | |
| Common StockF3 | Jan 3, 2018 | F | 977 | $149.12 | D | 28,193 | D | |
| Common StockF4,F5 | Jan 4, 2018 | S | 808 | $150.52 | D | 27,412 | D | |
| Common StockF7,F8 | Jan 4, 2018 | I | 1,433 | $150.18 | D | 0 | I | By Company Savings Plan |
| Common StockF6 | holding | — | — | — | 6 | 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)F9 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Stock | 5,600 | 5,600 | D |
| Employee Stock Options (right to buy)F9 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 6,000 | 6,000 | D |
| Employee Stock Options (right to buy)F9 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 5,000 | 5,000 | D |
| Employee Stock Options (right to buy)F9 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 5,200 | 5,200 | D |
| Employee Stock Options (right to buy)F10 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 5,800 | 5,800 | D |
| Employee Stock Options (right to buy)F11 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 9,100 | 9,100 | D |
| Employee Stock Options (right to buy)F12 | $107.65 | holding | — | — | — | — | Nov 21, 2026 | Common Stock | 6,600 | 6,600 | D |
| Employee Stock Options (right to buy)F13 | $127.67 | holding | — | — | — | — | Nov 20, 2027 | Common Stock | 6,500 | 6,500 | D |
Explanation of responses
- F1On each of December 19, 2017 and December 20, 2017, the reporting person made a gift of shares for a cumulative total of 35 shares gifted. For tax purposes, the value date of the shares delivered is each respective date a gift was made.
- F10On November 24, 2014, the Company awarded 12,200 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.
- F11On 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.
- F12On 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.
- F13On 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.
- 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 $148.60 to $149.10. 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.
- F3Shares withheld to cover withholding taxes due upon settlement of the performance share units that were reported on December 4, 2017. The holdings are net of shares previously withheld or sold to cover withholding taxes.
- F4Price 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 $150.40 to $150.59. 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.
- F5The holdings include 27 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.
- F6Represents 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).
- F7Balance as of January 4, 2018.
- F8Represents the number of shares attributable to the reporting person's participation in the Company's Savings Plan, exempt pursuant to Rule 16b-3(c).
- F9All such options have fully vested.