NORDSON CORP — Director's Dealing 2012

Aug 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2012-08-23

Reporting Person: KEITHLEY JOSEPH P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-23	Common Shares	S	5000	$60.27	Disposed	1518	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-23	Share Equivalent Units	$	J	277	Acquired		Common Shares (277)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Shares ()	4021	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $60.14 to $60.42.

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: Security acquired through deferral of grant of restricted stock under Directors' Deferred Compensation Plan and converts to share equivalent units on a one-for-one basis upon lapse of restriction period - 2 years following grant.

F4: 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.

F5: Share Equivalent Units accrued through dividend payments.