NORDSON CORP — Director's Dealing 2009

Dec 4, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2009-12-03

Reporting Person: KEANE JOHN J (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-03	Common Shares	A	2000	—	Acquired	13884	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-12-03	Employee Stock Option (Right to Buy)	$54.52	A	11800	Acquired	2019-12-03	Common Shares (11800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	411	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Share Equivalent Unit	$		Common Shares (5400)	5400	Direct

Footnotes

F1: Grant to reporting person of option to purchase 11,800 shares of Common Stock under Nordson's Long Term Performance Plan, exercisable in annual increments of 25% on a cumulative basis beginning 12/3/2010, the first anniversary date of the grant.

F2: Share Equivalent Units acquired through deferral of performance shares awarded under 2004 Long Term Performance Plan. Deferrals are made to the Nordson Stock Measurement Fund of the Amended & Restated 2005 Deferred Compensation Plan. Share Equivalent Units are settled in common shares at reporting person's termination of employment or retirement subject to delayed distribution rules of Internal Revenue Code Section 409(A).