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NORDSON CORP Director's Dealing 2018

Jan 5, 2018

30481_dirs_2018-01-05_5a9e170f-f59c-4e93-8dd8-cecf02d66ff2.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: 2018-01-03

Reporting Person: KEANE JOHN J (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2018-01-03 Common Stock F 2010 $149.12 Disposed 67065 Direct
2018-01-04 Common Stock S 20000 $150.35 Disposed 47089 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 890 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
Employee Stock Options (right to buy) $127.67 2027-11-20 Common Stock (12500) 12500 Direct

Footnotes

F1: Shares withheld to cover withholding taxes due upon settlement of the performance share units that were reported on December 4, 2017. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F2: 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 $149.40 to 151.28. 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.

F3: The holdings include 24 shares acquired through dividend payments and participation in the Company's Dividend Reinvestment Plan and are net of shares previously withheld or sold to cover withholding taxes.

F4: 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).

F5: All such options have fully vested.

F6: 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.

F7: 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.

F8: 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.

F9: On 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.