NORDSON CORP — Director's Dealing 2013

Nov 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2013-11-01

Reporting Person: KEITHLEY JOSEPH P (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-01	Restricted Share Units	$	A	1532	Acquired		Common Shares (1532)	Direct
2013-11-01	Share Equivalent Units	$	J	354	Acquired		Common Shares (354)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1518	Direct

Footnotes

F1: Grant to reporting person of restricted share units ("RSUs") pursuant to the 2012 Stock Incentive and Award Plan. RSUs vest one year after the grant date. When receipt is deferred under the Directors Deferred Compensation Sub-Plan, RSUs convert to an equal number of share equivalent units on the vesting date. When receipt is not deferred, RSUs convert to unrestricted Nordson Common Shares on a one-for-one basis on the vesting date.

F2: Share equivalent units accrued through Nordson's Directors' Deferred Compensation Sub-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 accrued through dividend payments.