Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-19-058275
Date:2019-11-25
Issuer: NORDSON CORP (NDSN)
Original Submission Date:

Reporting Person:

KEANE JOHN J
28601 CLEMENS ROAD
WESTLAKE, OH 44145

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-11-25 A 1,340 a $165.21 54,560 direct
COMMON STOCK 2019-11-25 A 2,700 a $165.21 57,260 direct
COMMON STOCK 2019-11-25 0 $0.00 908 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 165.21 2019-11-25 deemed execution date A 11,900 (a) 2029-11-25 common stock 11,900 $165.21 11,900 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 71.75 2019-11-25 deemed execution date 0 ( ) 2023-11-25 common stock 11,500 $71.75 11,500 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 79.66 2019-11-25 deemed execution date 0 ( ) 2024-11-24 common stock 12,500 $79.66 12,500 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 70.91 2019-11-25 deemed execution date 0 ( ) 2025-11-23 common stock 17,200 $70.91 17,200 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 107.65 2019-11-25 deemed execution date 0 ( ) 2026-11-21 common stock 14,000 $107.65 14,000 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 127.67 2019-11-25 deemed execution date 0 ( ) 2027-11-20 common stock 12,500 $127.67 12,500 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 124.9 2019-11-25 deemed execution date 0 ( ) 2028-11-26 common stock 11,700 $124.90 11,700 direct
Footnotes
IDfootnote
f1 on november 25, 2019, the company awarded 1,340 restricted stock under the company's amended and restated nordson corporation 2012 stock incentive and award plan. such shares will fully vest on november 30, 2022, unless, with certain exceptions, the reporting person ceases to be an employee prior to the vesting date.
f2 the total holdings include 97 shares accrued from dividend payments through participation in the company's amended and restated 2005 deferred compensation plan.
f3 on november 25, 2019, the company awarded 2,700 performance shares under the company's amended and restated nordson corporation 2012 stock incentive and award plan, which represents 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 2023. the actual number of shares earned is subject to adjustment based on actual performance.
f4 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).
f5 all such options have fully vested.
f6 the options vest in 4 equal annual installments beginning on november 21, 2017.
f7 the options vest in 4 equal annual installments beginning on november 20, 2018.
f8 the options vest in 4 equal annual installments beginning on november 26, 2019.
f9 on november 25, 2019, the company awarded 11,900 stock options under the company's amended and restated nordson corporation 2012 stock incentive and award plan. the options vest in 4 equal annual installments beginning on november 25, 2020. the vested portions of such options will become exercisable upon vesting.
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