NORDSON CORP — Director's Dealing 2013

Nov 27, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2013-11-25

Reporting Person: Hilton Michael F (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-25	Common Shares	A	7300	—	Acquired	35159	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-25	Employee Stock Option (right to buy)	$71.75	A	42700	Acquired	2023-11-25	Common Shares (42700)	Direct
2013-11-25	Share Equivalent Units	$	J	304	Acquired		Common Shares (304)	Direct

Footnotes

F1: Grant to reporting person restricted common shares pursuant to the 2012 Stock Incentive and Award Plan. Restriction on transfer of one-third of the shares lapses annually for three years following date of grant.

F2: Grant to reporting person of option to purchase shares of Common Stock under the 2012 Stock Incentive and Award Plan, exercisable in annual increments of 25% on a cumulative basis beginning November 25, 2014.

F3: 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. 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).

F4: Share equivalent units accrued through dividend payments.