NORDSON CORP — Director's Dealing 2014

Sep 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2014-09-04

Reporting Person: RICHEY VICTOR L JR (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-04	Common Shares	S	924	$81.90	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-04	Restricted Share Units	$	J	10	Acquired		Common Shares (10)	Direct
2014-09-04	Share Equivalent Units	$	J	42	Acquired		Common Shares (42)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $81.90 to $81.91.

F2: The price reported above reflects the weighted average sale price. The reporting person will provide upon request to the SEC staff, Nordson Corporation or a shareholder of Nordson Corporation full information regarding the number of shares and prices at which each transaction was effected.

F3: Pursuant to the 2012 Stock Incentive and Award Plan, restricted stock units ("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 acquired through dividend unit accruals pursuant to the 2012 Stock Incentive and Award Plan.

F5: Share equivalent units accrued through 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.

F6: Share equivalent units acquired through dividend payments.