SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/01/2022 | 3. Issuer Name and Ticker or Trading Symbol NORDSON CORP [ NDSN ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 1,023(1)(2)(3) | D | |
Common Stock | 1,436(4) | I | By Company Savings Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Employee Stock Options (right to buy) | (5) | 11/28/2022 | Common Stock | 1,480 | 61.59 | D | |
Employee Stock Options (right to buy) | (5) | 11/25/2023 | Common Stock | 1,300 | 71.75 | D | |
Employee Stock Options (right to buy) | (5) | 11/24/2024 | Common Stock | 1,400 | 79.66 | D | |
Employee Stock Options (right to buy) | (5) | 11/23/2025 | Common Stock | 2,100 | 70.91 | D | |
Employee Stock Options (right to buy) | (5) | 11/21/2026 | Common Stock | 1,900 | 107.65 | D | |
Employee Stock Options (right to buy) | (5) | 11/20/2027 | Common Stock | 1,600 | 127.67 | D | |
Employee Stock Options (right to buy) | (6) | 11/26/2028 | Common Stock | 2,310 | 124.9 | D | |
Employee Stock Options (right to buy) | (7) | 11/25/2029 | Common Stock | 2,600 | 165.21 | D | |
Employee Stock Options (right to buy) | (8) | 11/23/2030 | Common Stock | 1,537 | 201.5 | D | |
Employee Stock Options (right to buy) | (9) | 11/22/2031 | Common Stock | 1,205 | 267.51 | D |
Explanation of Responses: |
1. Represents 757 shares owned outright by participant. |
2. Represents 119 unvested restricted share units. On November 23, 2020, the Company awarded 178 restricted share units under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted share units vested on November 23, 2021, and the remaining share units will vest equally on November 23, 2022 and 2023, unless, with certain exceptions, the reporting person ceases to be an employee prior to the vesting date. |
3. Represents 147 unvested restricted share units. On November 22, 2021, the Company awarded 147 restricted share units under the Company's 2021 Stock Incentive and Award Plan. One-third of the restricted share units will vest on each November 22, 2022, 2023, and 2024, unless, with certain exceptions, the reporting person ceases to be an employee prior to the vesting date. |
4. Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, 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 26, 2019. |
7. The options vest in 4 equal annual installments beginning on November 25, 2020. |
8. The options vest in 4 equal annual installments beginning on November 23, 2021. |
9. The options vest in 4 equal annual installments beginning on November 22, 2022. |
Remarks: |
Jennifer L. McDonough on Behalf of Srinivas Subramanian | 08/03/2022 | |
** 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 5 (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. |