NORDSON CORP — Director's Dealing 2014

Nov 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2014-11-24

Reporting Person: KEANE JOHN J (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-24	Common Shares	A	1800	—	Acquired	41194	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-24	Employee Stock Option (right to buy)	$79.66	A	12500	Acquired	2024-11-24	Common Shares (12500)	Direct
2014-11-24	Share Equivalent Units	$	J	31	Acquired		Common Shares (31)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	860	Indirect

Footnotes

F1: Grant of restricted common shares pursuant to the 2012 Stock and Incentive Award Plan. Restriction on transfer of one-third of the shares lapses annually for three years following date of grant.

F2: Balance as of October 31, 2014.

F3: 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 24, 2015.

F4: 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).

F5: Share equivalent units accrued through dividend payments.