SEC Form 4 · accession 0001214659-18-007497
NORDSON CORP · NDSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael F Hilton
Officer — President & CEO · Director
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 | 1,102 | $120.41 | D | 223,142 | D | |
| Common StockF2 | Nov 30, 2018 | F | 991 | $120.41 | D | 222,151 | D |
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)F3 | $61.59 | holding | — | — | — | — | Nov 28, 2022 | Common Stock | 43,000 | 43,000 | D |
| Employee Stock Options (right to buy)F3 | $71.75 | holding | — | — | — | — | Nov 25, 2023 | Common Stock | 42,700 | 42,700 | D |
| Employee Stock Options (right to buy)F3 | $79.66 | holding | — | — | — | — | Nov 24, 2024 | Common Stock | 49,100 | 49,100 | D |
| Employee Stock Options (right to buy)F4 | $70.91 | holding | — | — | — | — | Nov 23, 2025 | Common Stock | 72,800 | 72,800 | D |
| Employee Stock Options (right to buy)F5 | $107.65 | holding | — | — | — | — | Nov 21, 2026 | Common Stock | 60,400 | 60,400 | D |
| Employee Stock Options (right to buy)F6 | $127.67 | holding | — | — | — | — | Nov 20, 2027 | Common Stock | 55,800 | 55,800 | D |
| Employee Stock Options (right to buy)F7 | $124.90 | holding | — | — | — | — | Nov 23, 2028 | Common Stock | 51,400 | 51,400 | D |
Explanation of responses
- F1On November 21, 2016, the Company awarded 7,450 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on each of November 21, 2017 and 2018, and one-third will vest on November 21, 2019. 1,102 of the 2,483 shares that vested November 21, 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 6,700 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on November 20, 2018, and one-third will vest on each of November 20, 2018 and 2019. 991 of the 2,233 shares that vested November 20, 2018 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.
- F3All such options have fully vested.
- F4On November 23, 2015, the Company granted 72,800 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.
- F5On November 21, 2016, the Company awarded 60,400 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.
- F6On November 20, 2017, the Company awarded 55,800 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.
- F7On November 26, 2018, the Company granted 51,400 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.