SEC Form 4 · accession 0001214659-18-002046
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael F Hilton
Officer — President & CEO · Director
Period of report
Mar 8, 2018
Accepted (ET)
Mar 12, 2018 · 4:30 pm EDT
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 | Mar 8, 2018 | M | 31,500 | $43.73 | A | 241,274 | D | |
| Common StockF1,F2 | Mar 8, 2018 | S | 31,500 | $137.40 | D | 209,774 | D | |
| Common Stock | Mar 9, 2018 | M | 23,500 | $43.73 | A | 233,274 | D | |
| Common StockF3,F4 | Mar 9, 2018 | S | 23,500 | $139.22 | D | 210,082 | D |
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 | $43.73 | Mar 8, 2018 | M | 31,500 | D | — | Nov 28, 2021 | Common Stock | 55,000 | 23,500 | D |
| Employee Stock Options (right to buy)F5 | $43.73 | Mar 9, 2018 | M | 23,500 | D | — | Nov 28, 2021 | Common Stock | 23,500 | 0 | D |
| Employee Stock Options (right to buy)F5 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 43,000 | 43,000 | D |
| Employee Stock Options (right to buy)F5 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 42,700 | 42,700 | D |
| Employee Stock Options (right to buy)F6 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 49,100 | 49,100 | D |
| Employee Stock Options (right to buy)F7 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 72,800 | 72,800 | D |
| Employee Stock Options (right to buy)F8 | $107.65 | holding | — | — | — | — | Nov 21, 2026 | Common Stock | 60,400 | 60,400 | D |
| Employee Stock Options (right to buy)F9 | $127.67 | holding | — | — | — | — | Nov 20, 2027 | Common Stock | 55,800 | 55,800 | D |
Explanation of responses
- F1Price 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 $135.67 to $138.22. 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.
- F2Exercise of reporting person's stock options that otherwise expire November 28, 2021, 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.
- F3Price 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 $138.73 to $139.95. 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.
- F4Exercise of reporting person's stock options that otherwise expire November 28, 2021, 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 308 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.
- F5All such options have fully vested.
- F6On November 24, 2014, the Company awarded 49,100 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 72,800 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 60,400 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 55,800 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.