NORDSON CORP — Director's Dealing 2013

Sep 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2013-09-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-17	Common Shares	S	993	$73.48	Disposed	8679	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-17	Share Equivalent Unit	$	J	62	Acquired		Common Shares (62)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	5570	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $73.41 to $73.53.

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 10, 2013

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).

F5: Share equivalent units accrued through dividend payment.