NORDSON CORP — Director's Dealing 2014

Nov 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2014-10-31

Reporting Person: MERRIMAN MICHAEL J (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-31	Restricted Share Units	$	A	15	Acquired		Common Shares (15)	Direct
2014-10-31	Restricted Share Units	$	D	1532	Disposed		Common Shares (1532)	Direct
2014-10-31	Restricted Share Units	$	D	15	Disposed		Common Shares (15)	Direct
2014-10-31	Share Equivalent Units	$	A	1532	Acquired		Common Shares (1532)	Direct
2014-10-31	Share Equivalent Units	$	A	15	Acquired		Common Shares (15)	Direct
2014-10-31	Share Equivalent Units	$	J	119	Acquired		Common Shares (119)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2701	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Share Units	$		Common Shares ()	1787	Direct

Footnotes

F1: Restricted share units ("RSUs") granted November 1, 2013. RSUs vest one year after the grant date. Under the Directors Deferred Compensation Sub-Plan, if receipt of shares upon vesting was deferred, RSUs convert to an equal number of share equivalent units. If receipt of shares upon vesting was not deferred, RSUs convert to unrestricted Nordson Common shares on a one-for-one basis.

F2: Restricted share units ("RSU") accrued through dividend payments during the vesting period of the RSUs that were granted on November 1, 2013 pursuant to the 2012 Stock Incentive and Award Plan. The RSUs that accrued through dividend payments vest according to the related RSUs. Each RSU acquired from dividend payments is the economic equivalent to one share of Nordson common stock.

F3: Upon vesting of the RSUs granted on November 1, 2013, the reporting person deferred the receipt of Common shares and received share equivalent units instead, pursuant to 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.

F4: Upon vesting of the dividend units related to the RSUs granted on November 1, 2013, the reporting person deferred the receipt of Common shares and received share equivalent units instead, pursuant to 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.

F5: Restricted share units acquired through deferral of the November 28, 2012 grant of restricted shares under the Directors' Deferred Compensation Plan. Restricted share units vest two (2) years after the grant date and convert to an equal number of share equivalent units on the vesting date.

F6: Share Equivalent Units accrued through Nordson's Directors' Deferred Compensation 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.

F7: Share equivalent units accrued through dividend payments.