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NORDSON CORP — Director's Dealing 2017
Mar 10, 2017
30481_dirs_2017-03-10_d4bb3822-5da9-4f00-94bc-c2d30443a373.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: 2017-03-09
Reporting Person: KEANE JOHN J (N/A)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2017-03-09 | Common Stock | M | 21000 | $27.26 | Acquired | 81086 | Direct |
| 2017-03-09 | Common Stock | S | 21000 | $123.81 | Disposed | 60086 | Direct |
| 2017-03-10 | Common Stock | M | 2600 | $27.26 | Acquired | 62686 | Direct |
| 2017-03-10 | Common Stock | S | 2600 | $124.41 | Disposed | 60086 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2017-03-09 | Employee Stock Options (right to buy) | $27.26 | M | 21000 | Disposed | 2019-12-03 | Common Stock (23600) | Direct |
| 2017-03-10 | Employee Stock Options (right to buy) | $27.26 | M | 2600 | Disposed | 2019-12-03 | Common Stock (2600) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 889 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Employee Stock Options (right to buy) | $43.32 | 2020-12-07 | Common Stock (16000) | 16000 | Direct |
| Employee Stock Options (right to buy) | $43.73 | 2021-11-28 | Common Stock (16000) | 16000 | Direct |
| Employee Stock Options (right to buy) | $61.59 | 2022-11-28 | Common Stock (11900) | 11900 | Direct |
| Employee Stock Options (right to buy) | $71.75 | 2023-11-25 | Common Stock (11500) | 11500 | Direct |
| Employee Stock Options (right to buy) | $79.66 | 2024-11-24 | Common Stock (12500) | 12500 | Direct |
| Employee Stock Options (right to buy) | $70.91 | 2025-11-23 | Common Stock (17200) | 17200 | Direct |
| Employee Stock Options (right to buy) | $107.65 | 2026-11-21 | Common Stock (14000) | 14000 | Direct |
Footnotes
F1: Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $123.52 to $124.00. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.
F2: Exercise of reporting person's stock options that would otherwise expire December 3, 2019, of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale.
F3: Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $124.37 to $124.59. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.
F4: Exercise of reporting person's stock options that would otherwise expire December 3, 2019, of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale. The holdings are net of shares previously withheld or sold to cover withholding taxes.
F5: 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).
F6: All such options have fully vested.
F7: On November 25, 2013, the Company awarded 11,500 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 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 24, 2015. The vested portions of such options will become exercisable upon vesting.
F9: On 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.
F10: On 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.