| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NORDSON CORP [ NDSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/01/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/01/2022 | A | 95(1) | A | $230.5 | 1,118 | D | |||
| Common Stock | 1,436(2) | I | By Company Savings Plan | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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) | $61.59 | (3) | 11/28/2022 | Common Stock | 1,480 | 1,480 | D | ||||||||
| Employee Stock Options (right to buy) | $71.75 | (3) | 11/25/2023 | Common Stock | 1,300 | 1,300 | D | ||||||||
| Employee Stock Options (right to buy) | $79.66 | (3) | 11/24/2024 | Common Stock | 1,400 | 1,400 | D | ||||||||
| Employee Stock Options (right to buy) | $70.91 | (3) | 11/23/2025 | Common Stock | 2,100 | 2,100 | D | ||||||||
| Employee Stock Options (right to buy) | $107.65 | (3) | 11/21/2026 | Common Stock | 1,900 | 1,900 | D | ||||||||
| Employee Stock Options (right to buy) | $127.67 | (3) | 11/20/2027 | Common Stock | 1,600 | 1,600 | D | ||||||||
| Employee Stock Options (right to buy) | $124.9 | (4) | 11/26/2028 | Common Stock | 2,310 | 2,310 | D | ||||||||
| Employee Stock Options (right to buy) | $165.21 | (5) | 11/25/2029 | Common Stock | 2,600 | 2,600 | D | ||||||||
| Employee Stock Options (right to buy) | $201.5 | (6) | 11/23/2030 | Common Stock | 1,537 | 1,537 | D | ||||||||
| Employee Stock Options (right to buy) | $267.51 | (7) | 11/22/2031 | Common Stock | 1,205 | 1,205 | D | ||||||||
| Employee Stock Options (right to buy) | $230.5 | 08/01/2022 | A | 604(8) | (9) | 08/01/2032 | Common Stock | 604 | $230.5 | 1,208 | D | ||||
| Explanation of Responses: |
| 1. On August 1, 2022, the Company awarded 95 restricted share units under the Company's 2021 Stock Incentive and Award Plan. One-third of the restricted share units will vest on each August 1, 2023, 2024, and 2025, unless, with certain exceptions, the reporting person ceases to be an employee prior to the vesting date. |
| 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 26, 2019. |
| 5. The options vest in 4 equal annual installments beginning on November 25, 2020. |
| 6. The options vest in 4 equal annual installments beginning on November 23, 2021. |
| 7. The options vest in 4 equal annual installments beginning on November 22, 2022. |
| 8. On August 1, 2022 the Company awarded 604 stock options under the Company's 2021 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on August 1, 2023. The vested portions of such options will become exercisable upon vesting. |
| 9. The options vest in 4 equal annual installments beginning on August 1, 2023. |
| Remarks: |
| Jennifer L. McDonough on behalf of Srinivas Subramanian | 08/03/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||