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NORDSON CORP Director's Dealing 2015

Dec 1, 2015

30481_dirs_2015-12-01_7ef7bb74-736f-4235-9607-073e50a9f82c.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2015-11-28

Reporting Person: BLOOMFIELD DOUGLAS C (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-11-28 Common Stock F 228 $72.74 Disposed 48667 Direct
2015-12-01 Common Stock A 3231 Acquired 51898 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3208 Indirect
Common Stock 3453 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Options (right to buy) $43.32 2020-12-07 Common Stock (9400) 9400 Direct
Employee Stock Options (right to buy) $43.73 2021-11-28 Common Stock (10000) 10000 Direct
Employee Stock Options (right to buy) $61.59 2022-11-28 Common Stock (7600) 7600 Direct
Employee Stock Options (right to buy) $71.75 2023-11-25 Common Stock (7300) 7300 Direct
Employee Stock Options (right to buy) $79.66 2024-11-24 Common Stock (7900) 7900 Direct
Employee Stock Options (right to buy) $70.91 2025-11-23 Common Stock (11700) 11700 Direct

Footnotes

F1: On November 28, 2012, the Company awarded 1,450 restricted shares under the Company's Long-Term Performance Plan. One-third of the restricted shares vested on each of November 28, 2013, 2014 and 2015. 228 of the 484 shares that vested November 28, 2015 were withheld to cover withholding taxes due upon vesting. The holdings include 333 shares acquired through participation in the Company's Dividend Reinvestment Plan, and are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.

F2: Award of performance share units under the Company's 2012 Stock Incentive and Award Plan that were earned upon the achievement of performance measures over a 3-year performance period ended October 31, 2015. The performance share units are settled in common shares on a one-to-one basis on the settlement date.

F3: Represents 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). The reporting person disclaims beneficial ownership of these securities.

F4: Represents 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.

F5: All such options have fully vested.

F6: On November 28, 2012, the Company awarded 7,600 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 28, 2013. The vested portions of such options will become exercisable upon vesting.

F7: On November 25, 2013, the Company awarded 7,300 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 25, 2014. The vested portions of such options will become exercisable upon vesting.

F8: On November 24, 2014, the Company awarded 7,900 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 24, 2015. The vested portions of such options will become exercisable upon vesting.

F9: On November 23, 2015, the Company awarded 11,700 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.