NORDSON CORP — Director's Dealing 2011

Jan 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2011-01-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-07	Common Shares	A	1972	—	Acquired	5172	Direct
2011-01-07	Common Shares	F	115	$91.62	Disposed	5057	Direct
2011-01-07	Common Shares	D	1775	—	Disposed	3282	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-07	Share Equivalent Units	$	A	1775	Acquired		Common Shares (1775)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2710	Indirect

Footnotes

F1: Performance units awarded under Amended and Restated 2004 Long Term Performance Plan convert to common shares on a one-for-one basis on settlement date.

F2: Fair market value of common shares on settlement date, January 7, 2011, was $91.62 per share.

F3: Performance units awarded under the Amended and Restated 2004 Long Term Performance Plan convert to common shares on a one-for-one basis. Reporting person elected to defer the award to share equivalent units under the Amended and Restated 2005 Deferred Compensation Plan.

F4: Balance as of January 3, 2011.

F5: Share Equivalent Units acquired through deferral of performance shares awarded under Amended and Restated 2004 Long Term Performance Plan. Deferrals are made to the Nordson Stock Measurement Fund of the Amended and Restated 2005 Deferred Compensation Plan. 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).