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: PEET SHELLY (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-25	Common Shares	A	900	—	Acquired	11811	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	5200	Acquired	2023-11-25	Common Shares (5200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1409	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Share Equivalent Units	$		Common Shares ()	12978	Direct

Footnotes

F1: Grant of reporting person of 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: Includes 334 shares acquired through participation in the Company's Dividend Reinvestment Plan.

F3: Balance as of October 31, 2013.

F4: 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.

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. 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).