SEC Form 4 · accession 0001214659-18-007342
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gina A. Beredo
Officer — VP, General Counsel & Sec
Period of report
Jan 26, 2018
Accepted (ET)
Nov 28, 2018 · 5:44 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 26, 2018 | A | 700 | $0.00 | A | 3,528 | D | |
| Common StockF2 | Nov 26, 2018 | A | 1,400 | $0.00 | A | 4,928 | D | |
| Common StockF3 | holding | — | — | — | 281 | 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 (rightF9 | $124.90 | Nov 26, 2018 | A | 5,100 | A | — | Nov 26, 2028 | Common Stock | 5,100 | 5,100 | D |
| Employee Stock Options (right to buy)F4 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 1,300 | 1,300 | D |
| Employee Stock Options (right to buy)F5 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 1,400 | 1,400 | D |
| Employee Stock Options (right to buy)F6 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 2,100 | 2,100 | D |
| Employee Stock Options (right to buy)F7 | $107.65 | holding | — | — | — | — | Nov 21, 2026 | Common Stock | 1,900 | 1,900 | D |
| Employee Stock Options (right to buy)F8 | $127.67 | holding | — | — | — | — | Nov 20, 2027 | Common Stock | 4,400 | 4,400 | D |
Explanation of responses
- F1On November 26, 2018, the Company awarded 700 restricted stock shares under the Company's 2012 Stock Incentive and Award Plan for Fiscall Year 2019. The options vest in 4 annual installments beginning on November 26, 2019.
- F2On November 26, 2018, the Company awarded 1,400 performance shares under the Company's 2012 Stock Incentive and Award Plain, which represent the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets settle in January 2022. The ultimate number of shares earned is subject to adjustment based on actual performance.
- F3Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).
- F4All such options have fully vested.
- F5On November 24, 2014, the Company awarded 1,400 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.
- F6On November 23, 2015, the Company awarded 2,100 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.
- F7On November 21, 2016, the Company awarded 1,900 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.
- F8On November 20, 2017, the Company awarded 4,400 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.
- F9On November 26, 2018, the Company awarded 5,100 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 26, 2019. The vested portion of such options will become exercisable upon vesting.