Executive Vice President Lovass Stephen disposed of $551,598 worth of NDSN (2,602 units at $211.99), decreasing direct ownership by 35% to 4,745 units (SEC Form 4)
$NDSN
Industrial Machinery/Components
Industrials
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
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) 06/01/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| NDSN | 06/01/2025 | J | 2,602(1) | D | $211.99 | 4,745(2) | D | |||
| NDSN | 200(3) | I | 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 | ||||||||
| NDSN | $124.9 | 11/26/2019 | 11/26/2028(4) | NDSN | 5,000 | 5,000(5) | D | ||||||||
| NDSN | $165.21 | 11/25/2020 | 11/25/2029(4) | NDSN | 5,640 | 5,640(5) | D | ||||||||
| NDSN | $138.59 | 03/30/2021 | 03/30/2030(4) | NDSN | 806 | 806(5) | D | ||||||||
| NDSN | $201.5 | 11/23/2021 | 06/01/2030(6) | NDSN | 5,400 | 5,400(5) | D | ||||||||
| NDSN | $267.51 | 11/22/2022 | 06/01/2030(6) | NDSN | 4,649 | 4,649(5) | D | ||||||||
| NDSN | $230.5 | 08/01/2023 | 06/01/2030(6) | NDSN | 1,283 | 1,283(5) | D | ||||||||
| NDSN | $240.01 | 12/01/2023 | 06/01/2030(6) | NDSN | 4,349 | 4,349(5) | D | ||||||||
| NDSN | $238.8 | 12/01/2024 | 09/01/2025(7) | NDSN | 787(8) | 787(5) | D | ||||||||
| NDSN | $209.73 | 12/01/2025 | 06/01/2025 | NDSN | 0(9) | 0(5) | D | ||||||||
| Explanation of Responses: |
| 1. Represents restricted share units forfeited upon separation of the reporting person from the Company per the terms of the applicable restricted share unit award agreements. |
| 2. Represents the comprehensive total of directly held, non-derivative securities beneficially owned by reporting person following his separation from the Company. |
| 3. Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c). |
| 4. Expiration date of stock options did not change upon separation of the reporting person from the Company. |
| 5. Represents the number of derivative securities beneficially owned by reporting person following his separation from the Company. |
| 6. Pursuant to the Company's stock plan, the expiration date of the stock options changed from the 10th anniversary of the grant date to the 5th anniversary of the date reporting person seperated from the Company. |
| 7. Pursuant to the Company's stock plan, the expiration date of the stock options changed from the 10th anniversary of the grant date to 90 days after the separation of reporting person from the Company. |
| 8. On December 1, 2023, the Company awarded 3,147 stock options under the Company's stock plan. 2,360 of said stock options were forfeited upon the separation of reporting person from the Company, per the terms of the applicable award agreements. |
| 9. On December 20, 2024, the Company awarded 3,013 stock options under the Company's stock plan , all of which were forfeited upon the separation of reporting person from the Company, per the terms of the applicable award agreements. |
| Remarks: |
| Jennifer L. McDonough on behalf of Stephen P. Lovass | 06/03/2025 | |
| ** 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. | ||