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: JAEHNERT FRANK M (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-31	Common Shares	M	1532	—	Acquired	4618	Direct
2014-10-31	Common Shares	M	15	—	Acquired	4633	Direct

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	$	M	1532	Disposed		Common Shares (1532)	Direct
2014-10-31	Restricted Share Units	$	M	15	Disposed		Common Shares (15)	Direct
2014-10-31	Share Equivalent Units	$	J	15	Acquired		Common Shares (15)	Direct

Footnotes

F1: These Common shares were acquired upon the vesting of restricted share units that were granted November 1, 2013.

F2: These Common shares were acquired upon the vesting of the dividend units accrued during the vesting period of the related restricted share units that were granted November 1, 2013.

F3: 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.

F4: 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.

F5: 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.

F6: Share Equivalent Units accrued through dividend payments.