NORDSON CORP — Director's Dealing 2012

Dec 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2012-12-07

Reporting Person: KEITHLEY JOSEPH P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-07	Restricted Share Units	$	D	1848	Disposed		Common Shares (1848)	Direct
2012-12-07	Share Equivalent Units	$	A	1848	Acquired		Common Shares (1848)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1518	Direct

Footnotes

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

F2: 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.

F3: Share Equivalent Units acquired upon vesting date for restricted stock units.