SEC Form 4 · accession 0001214659-18-007422
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen Lovass
Officer — Vice President
Period of report
Nov 26, 2018
Accepted (ET)
Dec 3, 2018 · 6:00 am 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 | 600 | $0.00 | A | 4,385 | D | |
| Common StockF2 | Nov 26, 2018 | A | 1,300 | $0.00 | A | 5,685 | D | |
| Common StockF3 | holding | — | — | — | 124 | 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 OptionF6 | $124.90 | Nov 26, 2018 | A | 5,000 | A | — | Dec 26, 2028 | Common Stock | 5,000 | 5,000 | D |
| Employee Stock Options (right to buy)F4 | $108.43 | holding | — | — | — | — | Nov 28, 2026 | Common Stock | 4,880 | 4,880 | D |
| Employee Stock Options (right to buy)F5 | $127.67 | holding | — | — | — | — | Nov 21, 2027 | Common Stock | 5,000 | 5,000 | D |
Explanation of responses
- F1On November 26, 2018, the Company awarded 600 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 1,300 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's Savings Plan, exempt pursuant to Rule 16b-3(c).
- F4On November 28, 2016, the Company awarded 4,880 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 28, 2017. The vested portions of such options will become exercisable upon vesting.
- F5On November 20, 2017, the Company awarded 5,000 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.
- F6On November 26,2018, the Company awarded 5,000 stock options under the Company's 2012 Stock Incentive 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.