NORDSON CORP — Director's Dealing 2011

Jul 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2011-07-07

Reporting Person: THAXTON GREGORY A (Vice President, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-07	Common Shares	F	462	$58.26	Disposed	6102	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-07	Share Equivalent Unit	$	J	18	Acquired		Common Shares (18)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	5400	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$26.46	2017-12-05	Common Shares ()	6800	Direct
Employee Stock Option (right to buy)	$14.37	2018-12-04	Common Shares ()	13100	Direct
Employee Stock Option (right to buy)	$27.26	2019-12-03	Common Shares ()	11250	Direct
Employee Stock Option (right to buy)	$43.32	2020-12-07	Common Shares ()	11400	Direct

Footnotes

F1: On April 12, 2011, the common stock of Nordson Corporation split 2-for-1, resulting in the reporting person's ownership of 3,282 additional shares of common stock.

F2: On April 12, 2011, the common stock of Nordson Corporation split 2-for-1, resulting in the reporting person's indirect ownership of 2,659 additional shares of common stock.

F3: Balance as of May 27, 2011.

F4: 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).

F5: On April 12, 2011, the common stock of Nordson Corporation split 2-for-1, resulting in the reporting person's ownership of 2,791 additional Share Equivalent Units.

F6: This option was previously reported as covering 3,400 shares at an exercise price of $52.91 per share, but was adjusted to reflect the stock split that occurred on April 12, 2011.

F7: This option was previously reported as covering 6,550 shares at an exercise price of $28.74 per share, but was adjusted to reflect the stock split that occurred on April 12, 2011.

F8: This option was previously reported as covering 5,625 shares at an exercise price of $54.52 per share, but was adjusted to reflect the stock split that occurred on April 12, 2011.

F9: This option was previously reported as covering 5,700 shares at an exercise price of $86.63 per share, but was adjusted to reflect the stock split that occurred on April 12, 2011.