NORDSON CORP — Director's Dealing 2010

Dec 21, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2010-12-20

Reporting Person: KEITHLEY JOSEPH P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-20	Common Shares	S	2500	$92.25	Disposed	3259	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Shares ()	2380	Direct
Share Equivalent Units	$		Common Shares ()	14131	Direct

Footnotes

F1: Restricted share units acquired through deferral of grant of restricted shares under the Directors' Deferred Compensation Plan.

F2: 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.

F3: 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.