SEC Form 4 · accession 0001214659-18-007311
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey A Pembroke
Officer — Vice President
Period of report
Nov 23, 2018
Accepted (ET)
Nov 27, 2018 · 5:00 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 | Nov 23, 2018 | F | 92 | $123.93 | D | 9,375 | D | |
| Common StockF2 | holding | — | — | — | 139 | I | By Company Savings Plan | |
| Common StockF3 | holding | — | — | — | 3 | 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 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 3,200 | 3,200 | D |
| Employee Stock Options (right to buy)F4 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 3,800 | 3,800 | D |
| Employee Stock Options (right to buy)F5 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 7,200 | 7,200 | D |
| Employee Stock Options (right to buy)F6 | $107.65 | holding | — | — | — | — | Nov 21, 2026 | Common Stock | 6,500 | 6,500 | D |
| Employee Stock Options (right to buy)F7 | $127.67 | holding | — | — | — | — | Nov 20, 2027 | Common Stock | 8,400 | 8,400 | D |
Explanation of responses
- F1On Novmeber 23, 2015, the Company awarded 900 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, 2017 and 2018. 92 of the 300 shares that vested November 23, 2018 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.
- F2Represents the number of shares attributable to the reporting person's participation in the Company's Savings Plan, exempt pursuant to Rule 16b-3(c).
- F3Represents 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).
- F4All such options have fully vested.
- F5On November 23, 2015, the Company awarded 7,200 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.
- F6On November 21, 2016, 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 21, 2017. The vested portions of such options will become exercisable upon vesting.
- F7On November 20, 2017, the Company awarded 8,400 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.