Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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NORDSON CORPORATION (Name of Issuer) |
COMMON SHARES, WITHOUT PAR VALUE (Title of Class of Securities) |
655663102 (CUSIP Number) |
12/30/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 655663102 |
| 1 | Names of Reporting Persons
Jennifer A. Savage | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,945,523.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.17 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
NORDSON CORPORATION | |
| (b) | Address of issuer's principal executive offices:
28601 Clemens Road, Westlake, OH, 44145 | |
| Item 2. | ||
| (a) | Name of person filing:
Jennifer A. Savage | |
| (b) | Address or principal business office or, if none, residence:
c/o Schneider Smeltz Spieth Bell LLP1375 E. Ninth Street, Suite 900Cleveland, Ohio 44114 | |
| (c) | Citizenship:
United States of America | |
| (d) | Title of class of securities:
COMMON SHARES, WITHOUT PAR VALUE | |
| (e) | CUSIP No.:
655663102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
2,945,523. The number of Common Shares shown above as beneficially owned by Jennifer A. Savage includes the following Common Shares: (1) 1,507,888 Common Shares owned in trusts held for the benefit of Nord family descendants, of which Jennifer A. Savage is the sole trustee, (2) 100,700 Common Shares owned by a CLAT with a current charitable beneficiary and Nord family descendants as remainder beneficiaries, of which Jennifer A. Savage is the sole trustee, (3) 754,536 Common Shares owned by Eric T. Nord Trusts, of which Jennifer A. Savage is a co-trustee, and (4) 582,399 Common Shares owned by trusts held for the benefit of Nord family descendants, of which Jennifer A. Savage is a co-trustee. Percentages included herein are based upon 57,016,026 Common Shares issued and outstanding as of November 30, 2024, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 18, 2024. | |
| (b) | Percent of class:
5.17 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1,608,588 | ||
| (ii) Shared power to vote or to direct the vote:
1,336,935 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1,608,588 | ||
| (iv) Shared power to dispose or to direct the disposition of:
1,336,935 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Jennifer A. Savage and Jane B. Nord serve as co-trustees of the Eric T. Nord Trusts with respect to 754,536 Common Shares covered by this Schedule and may be deemed to have shared voting power and shared investment power with respect to all of these shares. In addition, Jennifer A. Savage and Virginia N. Barbato serve as co-trustees of certain trusts held for the benefit of Nord family descendants with respect to 582,399 Common Shares covered by this Schedule and may be deemed to have shared voting power and shared investment power with respect to all of these shares. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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