Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-20-022201
Date:2020-03-30
Issuer: NORDSON CORP (NDSN)
Original Submission Date:

Reporting Person:

MERK GREGORY P
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 2020-03-30 A 96 a $138.59 62,350 direct
COMMON STOCK 2020-03-30 A 193 a $138.59 62,543 direct
COMMON STOCK 2020-03-30 0 $0.00 370 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) 138.59 2020-03-30 deemed execution date A 860 (a) 2030-03-30 common stock 0 $138.59 860 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 43.73 2020-03-30 deemed execution date 0 ( ) 2021-11-28 common stock 0 $43.73 5,000 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 61.59 2020-03-30 deemed execution date 0 ( ) 2022-11-28 common stock 7,600 $61.59 7,600 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 71.75 2020-03-30 deemed execution date 0 ( ) 2023-11-25 common stock 7,600 $71.75 7,600 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 79.66 2020-03-30 deemed execution date 0 ( ) 2024-11-24 common stock 8,300 $79.66 8,300 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 70.91 2020-03-30 deemed execution date 0 ( ) 2025-11-23 common stock 13,400 $70.91 13,400 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 107.65 2020-03-30 deemed execution date 0 ( ) 2026-11-21 common stock 10,000 $107.65 10,000 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 127.67 2020-03-30 deemed execution date 0 ( ) 2027-11-20 common stock 9,000 $127.67 9,000 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 124.9 2020-03-30 deemed execution date 0 ( ) 2028-11-26 common stock 8,800 $124.90 8,800 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 165.21 2020-03-30 deemed execution date 0 ( ) 2029-11-25 common stock 8,800 $165.21 8,800 direct
Footnotes
IDfootnote
f1 on march 30, 2020, the company awarded 96 restricted shares under the company's amended and restated 2012 stock incentive and award plan. such shares will fully vest on march 30, 2023, unless, with certain exceptions, the reporting person ceases to be an employee prior to the vesting date.
f2 the total holdings include 96 shares accrued from dividend payments through participation in the company's dividend reinvestment planthe total holdings include 26 shares accrued from dividend payments through participation in the company's amended and restated 2005 deferred compensation plan.
f3 the balance has been reduced by 2,700 shares to reflect over-reporting of target/award performance shares in january 2020.
f4 on march 30, 2020, the company awarded 193 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.
f5 represents the number of shares attributable to the reporting person's participation in the company savings plan, exempt pursuant to rule 16b-3(c).
f6 all such options have fully vested.
f7 the options vest in 4 equal annual installments beginning on november 21, 2017.
f8 the options vest in 4 equal annual installments beginning on november 20, 2018.
f9 the options vest in 4 equal annual installments beginning on november 26, 2019.
f10 the options vest in 4 equal annual installments beginning on november 25, 2020.
f11 on march 30, 2020, the company awarded 860 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 march 30, 2021. the vested portions of such options will become exercisable upon vesting.
f12 the options vest in 4 equal annual installments beginning on march 30, 2021.
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