NORDSON CORP — Director's Dealing 2014

Dec 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2014-11-28

Reporting Person: Hilton Michael F (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-28	Common Shares	F	2818	$78.50	Disposed	35134	Direct
2014-12-01	Common Shares	A	25960	—	Acquired	61094	Direct
2014-12-01	Common Shares	D	23364	—	Disposed	37730	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-01	Share Equivalent Units	$	A	23364	Acquired		Common Shares (23364)	Direct

Footnotes

F1: Award of performance share units (PSUs) earned for the performance period ended October 31, 2014. The PSUs will convert to common shares on a one-for-one basis on the settlement date.

F2: Reporting person elected to defer the receipt of a portion of the PSUs awarded and instead will be credited on the settlement date share equivalent units under the Amended and Restated 2005 Deferred Compensation Plan. As a result, the reporting person is reporting the disposition of 23,364 shares of common stock in exchange for an equal number of share equivalent units.

F3: 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 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).