SEC Form 4 · accession 0001214659-18-007360
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory A Thaxton
Officer — Senior Vice President, CFO
Period of report
Nov 26, 2018
Accepted (ET)
Nov 28, 2018 · 8:52 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 | 1,500 | $0.00 | A | 50,426 | D | |
| Common StockF2 | Nov 26, 2018 | A | 3,000 | $0.00 | A | 53,628 | D | |
| Common StockF3 | holding | — | — | — | 7,256 | I | By Company Savings | |
| Common StockF4 | holding | — | — | — | 1,400 | 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 | $124.90 | Nov 26, 2018 | A | 11,800 | A | — | Nov 26, 2028 | Common Stock | 11,800 | 11,800 | D |
| Employee Stock Options (right to buy)F5 | $14.37 | holding | — | — | — | — | Dec 4, 2018 | Common Stock | 7,475 | 0 | D |
| Employee Stock Options (right to buy)F5 | $27.26 | holding | — | — | — | — | Dec 3, 2019 | Common Stock | 11,250 | 11,250 | D |
| Employee Stock Options (right to buy)F5 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Stock | 11,400 | 11,400 | D |
| Employee Stock Options (right to buy)F5 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 13,000 | 13,000 | D |
| Employee Stock Options (right to buy)F5 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 11,000 | 11,000 | D |
| Employee Stock Options (right to buy)F5 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 11,000 | 11,000 | D |
| Employee Stock Options (right to buy)F5 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 12,200 | 12,200 | D |
| Employee Stock Options (right to buy)F6 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 17,200 | 17,200 | D |
| Employee Stock Options (right to buy)F7 | $107.65 | holding | — | — | — | — | Nov 21, 2026 | Common Stock | 14,000 | 14,000 | D |
| Employee Stock Options (right to buy)F8 | $127.67 | holding | — | — | — | — | Nov 20, 2027 | Common Stock | 12,500 | 12,500 | D |
Explanation of responses
- F1On November 26, 2018, the Company awarded 1,500 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares will vest on each of November 26, 2019, 2020 and 2021.
- F2On November 26, 2018, the Company awarded 3,000 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. The holdings include 202 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.
- F3Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).
- F4Represents 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).
- F5All such options have fully vested
- F6On 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.
- F7On November 21, 2016, the Company awarded 14,000 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.
- F8On November 20, 2017, the Company awarded 12,500 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.
- F9On November 26, 2018, the Company awarded 11,800 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 portions of such options will become exercisable upon vesting.