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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) | $ 61.59 | (4) | 11/28/2022 | Common Stock | 43,000 | 43,000 | D | ||||||||
Employee Stock Options (right to buy) | $ 71.75 | (4) | 11/25/2023 | Common Stock | 42,700 | 42,700 | D | ||||||||
Employee Stock Options (right to buy) | $ 79.66 | (4) | 11/24/2024 | Common Stock | 49,100 | 49,100 | D | ||||||||
Employee Stock Options (right to buy) | $ 70.91 | (5) | 11/23/2025 | Common Stock | 72,800 | 72,800 | D | ||||||||
Employee Stock Options (right to buy) | $ 107.65 | (6) | 11/21/2026 | Common Stock | 60,400 | 60,400 | D | ||||||||
Employee Stock Options (right to buy) | $ 127.67 | (7) | 11/20/2027 | Common Stock | 55,800 | 55,800 | D | ||||||||
Employee Stock Options (right to buy) | $ 124.9 | (8) | 11/26/2028 | Common Stock | 51,400 | 51,400 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hilton Michael F 28601 CLEMENS ROAD WESTLAKE, OH 44145 |
X | President, CEO |
Gina A. Beredo | 04/04/2019 | |
**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 21, 2016, the Company awarded 7,450 restricted stock under the Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan. The shares will fully vest on November 21, 2019. In February 2019, the Compensation Committee approved the lapse of restrictions with respect to 1,102 of such shares in order for the reporting person to satisfy tax obligations for restricted shares that are no longer subject to forfeiture under IRC 83(a) due to retirement eligibility under the Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan and Grant Notice. The remaining shares will continue to be subject to the restrictions until vesting per the Grant Notice. |
(2) | The total holdings include 364 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan. |
(3) | On November 20, 2017, the Company awarded 6,700 restricted stock under the Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan. The shares will fully vest on November 20, 2020. In February 2019, the Compensation Committee approved the lapse of restrictions with respect to 1,982 of such shares in order for the reporting person to satisfy tax obligations for restricted shares that are no longer subject to forfeiture under IRC 83(a) due to retirement eligibility under the Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan and Grant Notice. The remaining shares will continue to be subject to the restrictions until vesting per the Grant Notice. |
(4) | All such options have fully vested. |
(5) | The options vest in 4 equal annual installments beginning on November 23, 2016. |
(6) | The options vest in 4 equal annual installments beginning on November 21, 2017. |
(7) | The options vest in 4 equal annual installments beginning on November 20, 2018. |
(8) | The options vest in 4 equal annual installments beginning on November 26, 2019. |