NORDSON CORP — Director's Dealing 2014

Mar 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2014-03-14

Reporting Person: MERK GREGORY P (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-14	Common Shares	M	3600	$18.46	Acquired	35176	Direct
2014-03-14	Common Shares	M	2400	$19.25	Acquired	37576	Direct
2014-03-14	Common Shares	S	6000	$70.09	Disposed	31576	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-14	Employee Stock Option (right to buy)	$18.46	M	3600	Disposed	2014-12-09	Common Shares (3600)	Direct
2014-03-14	Employee Stock Option (right to buy)	$19.25	M	2400	Disposed	2015-12-07	Common Shares (2400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	72	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Share Equivalent Units	$		Common Shares ()	640	Direct

Footnotes

F1: Includes 861 shares acquired through participation in the Company's Dividend Reinvestment Plan.

F2: This transaction was executed in multiple trades at prices ranging from $70.04 to $70.18.

F3: 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.

F4: Balance as of January 21, 2014.

F5: Share equivalent units acquired through deferral of performance shares awarded under the 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).