Statement of Changes in Beneficial Ownership (4)
March 02 2021 - 8:30AM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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MERK GREGORY P |
2. Issuer Name and Ticker or Trading Symbol
NORDSON CORP
[
NDSN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President |
(Last)
(First)
(Middle)
28601 CLEMENS ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/26/2021 |
(Street)
WESTLAKE, OH 44145
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/26/2021 | | F | | 1976 (1) | D | $192.41 | 20823 (2) | D | |
Common Stock | | | | | | | | 374 (3) | I | By Company Savings Plan |
Common Stock | | | | | | | | 38687 (4) | I | As Trustee of Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $61.59 | | | | | | | (5) | 11/28/2022 | Common Stock | 7600 | | 7600 | D | |
Employee Stock Options (right to buy) | $71.75 | | | | | | | (5) | 11/25/2023 | Common Stock | 7600 | | 7600 | D | |
Employee Stock Options (right to buy) | $79.66 | | | | | | | (5) | 11/24/2024 | Common Stock | 8300 | | 8300 | D | |
Employee Stock Options (right to buy) | $70.91 | | | | | | | (5) | 11/23/2025 | Common Stock | 13400 | | 13400 | D | |
Employee Stock Options (right to buy) | $107.65 | | | | | | | (5) | 11/21/2026 | Common Stock | 10000 | | 10000 | D | |
Employee Stock Options (right to buy) | $127.67 | | | | | | | (6) | 11/20/2027 | Common Stock | 9000 | | 9000 | D | |
Employee Stock Options (right to buy) | $124.90 | | | | | | | (7) | 11/26/2028 | Common Stock | 8800 | | 8800 | D | |
Employee Stock Options (right to buy) | $165.21 | | | | | | | (8) | 11/25/2029 | Common Stock | 8800 | | 8800 | D | |
Employee Stock Options (right to buy) | $138.59 | | | | | | | (9) | 3/30/2030 | Common Stock | 860 | | 860 | D | |
Employee Stock Options (right to buy) | $201.50 | | | | | | | (10) | 11/23/2030 | Common Stock | 8150 | | 8150 | D | |
Explanation of Responses: |
(1) | On February 28, 2019, the Company awarded 6,408 restricted shares under the Company's Amended and Restated 2012 Stock Incentive and Award Plan with all shares vesting on February 26, 2021. 1,976 of the 6,408 shares that vested February 26, 2021 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes. |
(2) | The total holdings include 12 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan. |
(3) | Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c). |
(4) | Represents the number of shares attributable to a family trust of the reporting person, which he is a Trustee. |
(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 March 30, 2021. |
(10) | The options vest in 4 equal annual installments beginning on November 23, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MERK GREGORY P 28601 CLEMENS ROAD WESTLAKE, OH 44145 |
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| Executive Vice President |
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Signatures
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Gina A. Beredo | | 3/2/2021 |
**Signature of Reporting Person | Date |
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