UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 6-K
________________
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
February 4, 2016
________________
NOVO NORDISK A/S
(Exact name of Registrant as specified in its charter)
Novo Allé
DK- 2880, Bagsvaerd
Denmark
(Address of principal executive offices)
________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
| Form 20-F [X] | Form 40-F [ ] |
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
| Yes [ ] | No [X] |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g-32(b):82-________
Trading in Novo Nordisk shares by board members, executives and associated persons on 3 February 2016
Bagsværd, Denmark, 4 February 2016 In accordance with Section 28a of the Danish Securities Trading Act, the company’s board members and executives have given Novo Nordisk power of attorney on their behalf to publish trading in Novo Nordisk shares by the company’s board members, executives and their associated persons as reported by those persons to Novo Nordisk.
As from 2004, members of Novo Nordisk's Executive Management and other members of the Senior Management Board have participated in a long-term share-based incentive programme where a proportion of the calculated shareholder value creation has been allocated to a joint pool for the participants. For 2012, 487,730 shares were allocated to the joint pool and the market value of the scheme was expensed in the accounts for 2012. In accordance with the principles of the programme, the Board of Directors of Novo Nordisk A/S on 2 February 2016 evaluated that the conditions for release of the joint pool of shares have been fulfilled. Accordingly, the shares in the joint pool were transferred to 30 current and former members of senior management on 3 February 2016.
As of 2007, a number of key employees under senior management level have also participated in a share-based programme with similar performance criteria as the programme for senior management. A programme was established for 2012, and in line with the programme for senior management, the Board of Directors of Novo Nordisk A/S on 2 February 2016 evaluated that the conditions for release of the shares have been fulfilled and the shares were transferred to the participants on 3 February 2016 accordingly. An employee-elected member of the Board of Directors has participated in this programme and the reporting below reflects this participation.
| Page 2 of 11 |
| Name | Liselotte Hyveled |
| Reason for reporting | Member of the Board of Directors (employee representative) |
| Financial instrument and ID code | Novo Nordisk B DK0060534915 |
| Type of transaction | Other transaction (transfer of shares in accordance with long-term incentive programme) |
| Date of transaction | 3 February 2016 |
| Place of transaction | Nasdaq Copenhagen |
| Volume of transaction | 2,000 shares |
| Total value of transaction |
0 (transferred in accordance with the long-term incentive programme for 2012) |
| Name | Lars Rebien Sørensen |
| Reason for reporting | President and chief executive officer (CEO) |
| Financial instrument and ID code | Novo Nordisk B DK0060534915 |
| Type of transaction |
Other transaction (transfer of shares in accordance with long-term incentive programme) |
| Date of transaction | 3 February 2016 |
| Place of transaction | Nasdaq Copenhagen |
| Volume of transaction | 41,110 shares |
| Total value of transaction | 0 (transferred in accordance with the long-term incentive programme for 2012) |
| Page 3 of 11 |
| Name | Lars Rebien Sørensen |
| Reason for reporting | President and chief executive officer (CEO) |
| Financial instrument and ID code | Novo Nordisk B DK0060534915 |
| Type of transaction | Sale of shares |
| Date of transaction | 3 February 2016 |
| Place of transaction | Nasdaq Copenhagen |
| Volume of transaction | 30,000 shares |
| Total value of transaction | DKK 10,689,021 |
| Name | Jesper Brandgaard |
| Reason for reporting | Executive vice president and chief financial officer (CFO) |
| Financial instrument and ID code | Novo Nordisk B DK0060534915 |
| Type of transaction |
Other transaction (transfer of shares in accordance with long-term incentive programme) |
| Date of transaction | 3 February 2016 |
| Place of transaction | Nasdaq Copenhagen |
| Volume of transaction | 27,335 shares |
| Total value of transaction | 0 (transferred in accordance with the long-term incentive programme for 2012) |
| Page 4 of 11 |
| Name | Jesper Brandgaard |
| Reason for reporting | Executive vice president and chief financial officer (CFO) |
| Financial instrument and ID code | Novo Nordisk B DK0060534915 |
| Type of transaction | Sale of shares |
| Date of transaction | 3 February 2016 |
| Place of transaction | Nasdaq Copenhagen |
| Volume of transaction | 27,335 shares |
| Total value of transaction | DKK 9,744,821 |
| Name | Maziar Mike Doustdar |
| Reason for reporting | Executive vice president, International Operations |
| Financial instrument and ID code | Novo Nordisk B DK0060534915 |
| Type of transaction |
Other transaction (transfer of shares in accordance with long-term incentive programme) |
| Date of transaction | 3 February 2016 |
| Place of transaction | Nasdaq Copenhagen |
| Volume of transaction | 4,000 shares |
| Total value of transaction | 0 (transferred in accordance with the long-term incentive programme for 2012) |
| Page 5 of 11 |
| Name | Jerzy Gruhn |
| Reason for reporting | Executive vice president, Europe |
| Financial instrument and ID code | Novo Nordisk B DK0060534915 |
| Type of transaction | Other transaction (transfer of shares in accordance with long-term incentive programme) |
| Date of transaction | 3 February 2016 |
| Place of transaction | Nasdaq Copenhagen |
| Volume of transaction | 13,665 shares |
| Total value of transaction |
0 (transferred in accordance with the long-term incentive programme for 2012) |
| Name | Jesper Høiland |
| Reason for reporting | Executive vice president, US |
| Financial instrument and ID code | Novo Nordisk B DK0060534915 |
| Type of transaction |
Other transaction (transfer of shares in accordance with long-term incentive programme) |
| Date of transaction | 3 February 2016 |
| Place of transaction | Nasdaq Copenhagen |
| Volume of transaction | 13,665 shares |
| Total value of transaction | 0 (transferred in accordance with the long-term incentive programme for 2012) |
| Page 6 of 11 |
| Name | Lars Fruergaard Jørgensen |
| Reason for reporting | Executive vice president and chief of staff |
| Financial instrument and ID code | Novo Nordisk B DK0060534915 |
| Type of transaction | Other transaction (transfer of shares in accordance with long-term incentive programme) |
| Date of transaction | 3 February 2016 |
| Place of transaction | Nasdaq Copenhagen |
| Volume of transaction | 13,665 shares |
| Total value of transaction |
0 (transferred in accordance with the long-term incentive programme for 2012) |
| Name | Lars Fruergaard Jørgensen |
| Reason for reporting | Executive vice president and chief of staff |
| Financial instrument and ID code | Novo Nordisk B DK0060534915 |
| Type of transaction | Sale of shares |
| Date of transaction | 3 February 2016 |
| Place of transaction | Nasdaq Copenhagen |
| Volume of transaction | 5,000 shares |
| Total value of transaction | DKK 1,782,481 |
| Page 7 of 11 |
| Name | Jakob Riis |
| Reason for reporting |
Executive vice president, China, Pacific & Marketing |
| Financial instrument and ID code | Novo Nordisk B DK0060534915 |
| Type of transaction | Other transaction (transfer of shares in accordance with long-term incentive programme) |
| Date of transaction | 3 February 2016 |
| Place of transaction | Nasdaq Copenhagen |
| Volume of transaction | 13,665 shares |
| Total value of transaction |
0 (transferred in accordance with the long-term incentive programme for 2012) |
| Name | Jakob Riis |
| Reason for reporting |
Executive vice president, China, Pacific & Marketing |
| Financial instrument and ID code | Novo Nordisk B DK0060534915 |
| Type of transaction | Sale of shares |
| Date of transaction | 3 February 2016 |
| Place of transaction | Nasdaq Copenhagen |
| Volume of transaction | 8,000 shares |
| Total value of transaction | DKK 2,850,406 |
| Page 8 of 11 |
| Name | Mads Krogsgaard Thomsen |
| Reason for reporting | Executive vice president and chief science officer (CSO) |
| Financial instrument and ID code | Novo Nordisk B DK0060534915 |
| Type of transaction | Other transaction (transfer of shares in accordance with long-term incentive programme) |
| Date of transaction | 3 February 2016 |
| Place of transaction | Nasdaq Copenhagen |
| Volume of transaction | 27,335 shares |
| Total value of transaction |
0 (transferred in accordance with the long-term incentive programme for 2012) |
| Name | Mads Krogsgaard Thomsen |
| Reason for reporting | Executive vice president and chief science officer (CSO) |
| Financial instrument and ID code | Novo Nordisk B DK0060534915 |
| Type of transaction | Sale of shares |
| Date of transaction | 3 February 2016 |
| Place of transaction | Nasdaq Copenhagen |
| Volume of transaction | 9,000 shares |
| Total value of transaction | DKK 3,208,465 |
| Page 9 of 11 |
| Name | Henrik Wulff |
| Reason for reporting | Executive vice president, Product Supply |
| Financial instrument and ID code | Novo Nordisk B DK0060534915 |
| Type of transaction | Other transaction (transfer of shares in accordance with long-term incentive programme) |
| Date of transaction | 3 February 2016 |
| Place of transaction | Nasdaq Copenhagen |
| Volume of transaction | 13,665 shares |
| Total value of transaction |
0 (transferred in accordance with the long-term incentive programme for 2012) |
Below please find other trading in shares issued by Novo Nordisk.
| Name | Lotte Frost Holding ApS |
| Reason for reporting |
Associated to a member of Executive Management, Lars Fruergaard Jørgensen |
| Financial instrument and ID code | Novo Nordisk B DK0060534915 |
| Type of transaction | Sale of shares |
| Date of transaction | 3 February 2016 |
| Place of transaction | Nasdaq Copenhagen |
| Volume of transaction | 4,030 shares |
| Total value of transaction | DKK 1,451,203 |
| Page 10 of 11 |
Definitions and background information:
Publication
Publication shall take place no later than two working days after the trading by board members or executives or notification of trading by associated persons. Publication is only required when the total amount of transactions of a specific board member/executive and his/her associated persons in any one calendar year has reached 5,000 euros.
Who are board members, executives and associated persons?
Board members and executives are members of the Board of Directors and Executive Management, respectively, of Novo Nordisk A/S. Associated persons are defined as the following persons associated to a board member/executive: 1) spouse or cohabitant, 2) children under the age of 18 years, 3) relatives defined as brothers, sisters, parents, grandparents etc, children, grandchildren etc who have shared the same household with a board member/executive for at least one year, and 4) any legal person, including a company, a foundation or a partnership, which is controlled directly or indirectly by a board member/executive and/or a person mentioned in 1)–3), or to which a board member/executive and/or a person mentioned in 1)–3) has managerial responsibilities or economic interests substantially equivalent to the legal person.
What is trading/transaction?
Trading is any kind of transaction, including shares purchased or otherwise acquired, shares sold or otherwise disposed, gifts, mortgages and grants and exercise of options, but not heritage.
What is financial instrument and ID code?
Financial instrument includes shares listed on the Nasdaq Copenhagen and ADRs listed on New York Stock Exchange, except for ADRs held in 401(k) retirement plan by US- based employees. The ID code is the code (ISIN DK0060534915) of the Novo Nordisk share on the Nasdaq Copenhagen or the code (NVO) on New York Stock Exchange.
What is date and place of transaction?
Date of transaction is the actual transaction date. The place of transaction is the actual place of transaction, ie Nasdaq Copenhagen or New York Stock Exchange.
What is volume and value of transaction?
The volume of transaction is the number of shares (of DKK 0.20 nominal value) or other financial instruments traded. The transaction value is the number of shares traded multiplied by the transaction price. The exchange rate of the Danish Central Bank (Nationalbanken) on the date of transaction is used for calculating the transaction value in DKK in case of ADRs listed on New York Stock Exchange.
| Page 11 of 11 |
Novo Nordisk is a global healthcare company with more than 90 years of innovation and leadership in diabetes care. This heritage has given us experience and capabilities that also enable us to help people defeat other serious chronic conditions: haemophilia, growth disorders and obesity. Headquartered in Denmark, Novo Nordisk employs approximately 40,300 people in 75 countries and markets its products in more than 180 countries. Novo Nordisk's B shares are listed on Nasdaq Copenhagen (Novo-B). Its ADRs are listed on the New York Stock Exchange (NVO). For more information, visit novonordisk.com, Facebook, Twitter, LinkedIn, YouTube
Further information
| Media: | ||
| Anne Margrethe Hauge | +45 3079 3450 | amhg@novonordisk.com |
| Ken Inchausti (US) | +1 609 514 8316 | kiau@novonordisk.com |
| Investors: | ||
| Peter Hugreffe Ankersen | +45 3075 9085 | phak@novonordisk.com |
| Daniel Bohsen | +45 3079 6376 | dabo@novonordisk.com |
| Melanie Raouzeos | +45 3075 3479 | mrz@novonordisk.com |
| Kasper Veje | +45 3079 8519 | kpvj@novonordisk.com |
Novo Nordisk A/S Investor Relations |
Novo Allé 2880 Bagsværd Denmark |
Telephone: +45 4444 8888
|
Internet: www.novonordisk.com CVR no: 24 25 67 90 |
| Company announcement No 09 / 2016 | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.
| Date: February 4, 2016 |
NOVO NORDISK A/S
Lars Rebien Sørensen, Chief Executive Officer |