NORDSON CORP — Director's Dealing 2013

Jan 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2013-01-04

Reporting Person: VEILLETTE ROBERT E (VP, General Counsel & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-04	Common Shares	A	6800	—	Acquired	14975	Direct
2013-01-04	Common Shares	F	456	$65.52	Disposed	14519	Direct
2013-01-04	Common Shares	D	6120	—	Disposed	8399	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-04	Share Equivalent Units	$	A	6120	Acquired		Common Shares (6120)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2457	Indirect

Footnotes

F1: Performance units awarded under Amended and Restated 2004 Long Term Performance Plan convert to common shares on a one-for-one basis on settlement date.

F2: Includes 179 shares acquired through participation in the Company's Dividend Reinvestment Plan.

F3: Performance units awarded under the Amended and Restated 2004 Long Term Performance Plan convert to common shares on a one-for-one basis. Reporting person elected to defer the receipt of 6,120 shares of common stock and received instead 6,120 share equivalent units under the Amended and Restated 2005 Deferred Compensation Plan. As a result, the reporting person is reporting the disposition of 6,120 shares of common stock in exchange for an equal number of share equivalent units.

F4: Balance as of December 28, 2012.

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. 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).