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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 | ||||||||
Restricted Share Units | (1) | 10/31/2014 | A(2) | 15 | (1) | (1) | Common Shares | 15 | $ 0 | 1,547 | D | ||||
Restricted Share Units | (1) | 10/31/2014 | D | 1,532 | (1) | (1) | Common Shares | 1,532 | $ 0 | 15 | D | ||||
Restricted Share Units | (1) | 10/31/2014 | D(2) | 15 | (1) | (1) | Common Shares | 15 | $ 0 | 0 | D | ||||
Share Equivalent Units | (3) | 10/31/2014 | A(3) | 1,532 | (3) | (3) | Common Shares | 1,532 | (3) | 11,658 | D | ||||
Share Equivalent Units | (4) | 10/31/2014 | A(4) | 15 | (4) | (4) | Common Shares | 15 | (4) | 11,673 | D | ||||
Restricted Share Units | (5) | (5) | (5) | Common Shares | (5) | 1,787 | D | ||||||||
Share Equivalent Units | (6) | 10/31/2014 | J(7) | 119 | (6) | (6) | Common Shares | 119 | (6) | 11,792 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MERRIMAN MICHAEL J 28601 CLEMENS ROAD WESTLAKE, OH 44145 |
Robert E. Veillette, Attorney-In-Fact | 11/03/2014 | |
**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) | Restricted share units ("RSUs") granted November 1, 2013. RSUs vest one year after the grant date. Under the Directors Deferred Compensation Sub-Plan, if receipt of shares upon vesting was deferred, RSUs convert to an equal number of share equivalent units. If receipt of shares upon vesting was not deferred, RSUs convert to unrestricted Nordson Common shares on a one-for-one basis. |
(2) | Restricted share units ("RSU") accrued through dividend payments during the vesting period of the RSUs that were granted on November 1, 2013 pursuant to the 2012 Stock Incentive and Award Plan. The RSUs that accrued through dividend payments vest according to the related RSUs. Each RSU acquired from dividend payments is the economic equivalent to one share of Nordson common stock. |
(3) | Upon vesting of the RSUs granted on November 1, 2013, the reporting person deferred the receipt of Common shares and received share equivalent units instead, pursuant to Nordson's Directors Deferred Compensation Sub-plan. At time of distribution, share equivalent units convert to common shares on a one-for-one basis. Distribution is not permissible until participant ceases to be a Director. |
(4) | Upon vesting of the dividend units related to the RSUs granted on November 1, 2013, the reporting person deferred the receipt of Common shares and received share equivalent units instead, pursuant to Nordson's Directors Deferred Compensation Sub-plan. At time of distribution, share equivalent units convert to common shares on a one-for-one basis. Distribution is not permissible until participant ceases to be a Director. |
(5) | Restricted share units acquired through deferral of the November 28, 2012 grant of restricted shares under the Directors' Deferred Compensation Plan. Restricted share units vest two (2) years after the grant date and convert to an equal number of share equivalent units on the vesting date. |
(6) | Share Equivalent Units accrued through Nordson's Directors' Deferred Compensation Plan. At time of distribution, share equivalent units convert to common shares on a one-for-one basis. Distribution is not permissible until participant ceases to be a Director. |
(7) | Share equivalent units accrued through dividend payments. |