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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Options (right to buy) | $ 27.26 | (4) | 12/03/2019 | Common Stock | 3,500 | 3,500 | D | ||||||||
Employee Stock Options (right to buy) | $ 43.32 | (4) | 12/07/2020 | Common Stock | 4,000 | 4,000 | D | ||||||||
Employee Stock Options (right to buy) | $ 43.73 | (4) | 11/28/2021 | Common Stock | 6,000 | 6,000 | D | ||||||||
Employee Stock Options (right to buy) | $ 61.59 | (4) | 11/28/2022 | Common Stock | 4,500 | 4,500 | D | ||||||||
Employee Stock Options (right to buy) | $ 71.75 | (4) | 11/25/2023 | Common Stock | 5,200 | 5,200 | D | ||||||||
Employee Stock Options (right to buy) | $ 79.66 | (4) | 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 | (6) | 11/21/2026 | Common Stock | 6,600 | 6,600 | D | ||||||||
Employee Stock Options (right to buy) | $ 127.67 | (7) | 11/20/2027 | Common Stock | 6,500 | 6,500 | D | ||||||||
Employee Stock Options (right to buy) | $ 124.9 | 11/26/2018 | A | 6,100 | (8) | 11/26/2028 | Common Stock | 6,100 | $ 0 | 6,100 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DeVries James E 28601 CLEMENS ROAD WESTLAKE, OH 44145 |
Vice President |
Gina A. Beredo, Attorney-in-Fact | 11/28/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On November 26, 2018, the Company awarded 800 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares will vest on each of November 26, 2019, 2020 and 2021. |
(2) | On November 26, 2018, the Company awarded 1,500 performance shares under the Company's 2012 Stock Incentive and Award Plain, which represent the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets settle in January 2022. The ultimate number of shares earned is subject to adjustment based on actual performance. The holdings include 248 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. |
(3) | Represents the number of shares attributable to the reporting person's participation in the Nordson Employee Stock Ownership Plan, exempt pursuant to Rule 16b-3(c). |
(4) | All such options have fully vested. |
(5) | On November 23, 2015, the Company awarded 9,100 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. |
(6) | On November 21, 2016, the Company awarded 6,600 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. |
(7) | On November 20, 2017, the Company awarded 6,500 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. |
(8) | On November 26, 2018, the Company awarded 6,100 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 20, 2019. The vested portions of such options will become exercisable upon vesting. |