NORDSON CORP — Director's Dealing 2012

Sep 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2012-09-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-10	Common Shares	S	1168	$62.44	Disposed	6956	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	5485	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Share Equivalent Unit	$		Common Shares ()	14154	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $62.43 to $62.45.

F2: The price reported above reflects the weighted average sale price. The reporting person will provide upon request to the SEC staff, Nordson Corporation or a shareholder of Nordson Corporation full information regarding the number of shares and prices at which each transaction was effected.

F3: Balance as of September 7, 2012.

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).