Statement of Changes in Beneficial Ownership (4)
05 March 2021 - 9:59AM
Edgar (US Regulatory)
FORM 4
[ ]
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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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
*
Pembroke Jeffrey A |
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)
3/3/2021 |
(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 | 3/3/2021 | | S | | 5388 | D | $195.06 (1) | 15517 | D | |
Common Stock | | | | | | | | 141 (2) | I | By Company Savings Plan |
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) | $70.91 | | | | | | | (3) | 11/23/2025 | Common Stock | 3200 | | 3200 | D | |
Employee Stock Options (right to buy) | $79.66 | | | | | | | (3) | 11/24/2024 | Common Stock | 3800 | | 3800 | D | |
Employee Stock Options (right to buy) | $107.65 | | | | | | | (3) | 11/21/2026 | Common Stock | 6500 | | 6500 | D | |
Employee Stock Options (right to buy) | $127.67 | | | | | | | (4) | 11/20/2027 | Common Stock | 8400 | | 8400 | D | |
Employee Stock Options (right to buy) | $124.90 | | | | | | | (5) | 11/26/2028 | Common Stock | 8300 | | 8300 | D | |
Employee Stock Options (right to buy) | $165.21 | | | | | | | (6) | 11/25/2029 | Common Stock | 8800 | | 8800 | D | |
Employee Stock Options (right to buy) | $138.59 | | | | | | | (7) | 3/30/2030 | Common Stock | 860 | | 860 | D | |
Employee Stock Options (right to buy) | $201.50 | | | | | | | (8) | 11/23/2030 | Common Stock | 8150 | | 8150 | D | |
Explanation of Responses: |
(1) | Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $194.46 to $195.61. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price. |
(2) | Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c). |
(3) | All such options have fully vested. |
(4) | The options vest in 4 equal annual installments beginning on November 20, 2018. |
(5) | The options vest in 4 equal annual installments beginning on November 26, 2019. |
(6) | The options vest in 4 equal annual installments beginning on November 25, 2020. |
(7) | The options vest in 4 equal annual installments beginning on March 30, 2021. |
(8) | 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 |
Pembroke Jeffrey A 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 | | 3/4/2021 |
**Signature of Reporting Person | Date |
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