SEC Form 4 · accession 0001214659-18-007505

NORDSON CORP · NDSN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jeffrey A Pembroke

Officer — Executive Vice President

Period of report

Nov 30, 2018

Accepted (ET)

Dec 4, 2018 · 7:34 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 Stock^F1	Nov 30, 2018	F	85	$120.41	D	12,323	D
Common Stock^F2	Nov 30, 2018	F	102	$120.41	D	12,221	D
Common Stock^F3	holding	—	—		—	3	I	By Company ESOP Plan
Common Stock^F4	holding	—	—		—	139	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 (right to buy)^F5	$71.75	holding	—	—	—	—	Nov 25, 2023	Common Stock	3,200	3,200	D
Employee Stock Options (right to buy)^F5	$79.66	holding	—	—	—	—	Nov 24, 2024	Common Stock	3,800	3,800	D
Employee Stock Options (right to buy)^F6	$70.91	holding	—	—	—	—	Nov 23, 2025	Common Stock	7,200	7,200	D
Employee Stock Options (right to buy)^F7	$107.65	holding	—	—	—	—	Nov 21, 2026	Common Stock	6,500	6,500	D
Employee Stock Options (right to buy)^F8	$127.67	holding	—	—	—	—	Nov 20, 2027	Common Stock	8,400	8,400	D
Employee Stock Option (right to buy)^F9	$124.90	holding	—	—	—	—	Nov 26, 2028	Common Stock	8,300	8,300	D

Explanation of responses

F1On November 21, 2016, the Company awarded 840 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. 85 of the 280 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 1,000 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. 102 of the 333 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.
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).
F4Represents the number of shares attributable to the reporting person's participation in the Company's Savings Plan, exempt pursuant to Rule 16b-3(c). The reporting person disclaims beneficial ownership of these securities
F5All such options have fully vested.
F6On November 23, 2015, the Company awarded 7,200 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 6,500 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 8,400 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 8,300 stock options under the Company's 2012 Stock Incentive Award Plan. The options vest in 4 equal annual instrallments beginning on November 26, 2019. The vested portions of such options will become exercisable upon vesting.