SEC Form 4 · accession 0001214659-18-007496
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John J Keane
Officer — Executive Vice President
Period of report
Nov 30, 2018
Accepted (ET)
Dec 4, 2018 · 6:30 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 30, 2018 | F | 267 | $120.41 | D | 51,073 | D | |
| Common StockF2 | Nov 30, 2018 | F | 237 | $120.41 | D | 50,836 | D | |
| Common StockF3 | holding | — | — | — | 898 | 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 | $43.32 | holding | — | — | — | — | Dec 7, 2020 | Common Stock | 16,000 | 16,000 | D |
| Employee Stock Options (right to buy)F4 | $43.73 | holding | — | — | — | — | Nov 28, 2021 | Common Stock | 16,000 | 16,000 | D |
| Employee Stock Options (right to buy)F4 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 11,900 | 11,900 | D |
| Employee Stock Options (right to buy)F4 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 11,500 | 11,500 | D |
| Employee Stock Options (right to buy)F4 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 12,500 | 12,500 | D |
| Employee Stock Options (right to buy)F5 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 17,200 | 17,200 | D |
| Employee Stock Options (right to buy)F6 | $107.65 | holding | — | — | — | — | Nov 21, 2026 | Common Stock | 14,000 | 14,000 | D |
| Employee Stock Options (right to buy)F7 | $127.67 | holding | — | — | — | — | Nov 20, 2027 | Common Stock | 12,500 | 12,500 | D |
| Employee Stock Options (right to buy)F8 | $124.90 | holding | — | — | — | — | Nov 26, 2028 | Common Stock | 11,700 | 11,700 | D |
Explanation of responses
- F1On November 21, 2016, the Company awarded 1,800 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on each of November 30, 2017 and 2018, and one-third will vest on November 30, 2019. 267 of the 600 shares that vested November 30, 2018 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.
- F2On November 20, 2017, the Company awarded 1,600 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on November 30, 2018, and one-third will vest on each of November 30, 2019 and 2020. 237 of the 533 shares that vested November 30, 2018 were withheld to cover withholding taxes due upon vesting. The holdings 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'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 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.
- F6On 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.
- F7On 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.
- F8On November 26, 2018, the Company awarded 11,700 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal installments beginning on November 26, 2019. The vested portions of such options will become exercisable upon vesting.