SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol NORDSON CORP [ NDSN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/30/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/30/2020 | F | 81(1) | D | $203.81 | 47,734 | D | |||
| Common Stock | 11/30/2020 | F | 81(2) | D | $203.81 | 47,653 | D | |||
| Common Stock | 11/30/2020 | F | 71(3) | D | $203.81 | 47,582 | D | |||
| Common Stock | 2,200(4) | I | By Company ESOP Plan | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Options (right to buy) | $43.73 | (5) | 11/28/2021 | Common Stock | 6,000 | 6,000 | D | ||||||||
| Employee Stock Options (right to buy) | $61.59 | (5) | 11/28/2022 | Common Stock | 4,500 | 4,500 | D | ||||||||
| Employee Stock Options (right to buy) | $71.75 | (5) | 11/25/2023 | Common Stock | 5,200 | 5,200 | D | ||||||||
| Employee Stock Options (right to buy) | $79.66 | (5) | 11/24/2024 | Common Stock | 5,800 | 5,800 | D | ||||||||
| Employee Stock Options (right to buy) | $70.91 | (5) | 11/23/2025 | Common Stock | 9,100 | 9,100 | D | ||||||||
| Employee Stock Options (right to buy) | $107.65 | (5) | 11/21/2026 | Common Stock | 6,600 | 6,600 | D | ||||||||
| Employee Stock Options (right to buy) | $127.67 | (6) | 11/20/2027 | Common Stock | 6,500 | 6,500 | D | ||||||||
| Employee Stock Options (right to buy) | $124.9 | (7) | 11/26/2028 | Common Stock | 6,100 | 6,100 | D | ||||||||
| Employee Stock Options (right to buy) | $165.21 | (8) | 11/25/2029 | Common Stock | 6,175 | 6,175 | D | ||||||||
| Employee Stock Options (right to buy) | $201.5 | (9) | 11/23/2030 | Common Stock | 5,200 | 5,200 | D | ||||||||
| Explanation of Responses: |
| 1. On November 20, 2017, the Company awarded 800 restricted shared under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shared vest on each November 30, 2018, 2019, and 2020. 81 of the 267 shares that vested November 30, 2020 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes. |
| 2. On November 26, 2018, the Company awarded 800 restricted shares under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shares vest on each November 30, 2019, 2020, and 2021. 81 of the 267 shares that vested November 30, 2020 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes. |
| 3. On November 25, 2019, the Company awarded 700 restricted shares under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shares vest on each November 30, 2020, 2021, and 2022. 71 of the 233 shares that vested November 30, 2020 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes. |
| 4. Represents the number of shares attributable to the reporting person's participation in the Company's Amended and Restated Non-Union Employee Stock Ownership Plan and Trust, exempt pursuant to Rule 16b-3(c). |
| 5. All such options have fully vested. |
| 6. The options vest in 4 equal annual installments beginning on November 20, 2018. |
| 7. The options vest in 4 equal annual installments beginning on November 26, 2019. |
| 8. The options vest in 4 equal annual installments beginning on November 25, 2020. |
| 9. The options vest in 4 equal annual installments beginning on November 23, 2021. |
| Remarks: |
| Gina A. Beredo | 12/02/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||