NORDSON CORP — Director's Dealing 2014

Jan 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2014-01-03

Reporting Person: MERK GREGORY P (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-03	Common Shares	A	6400	—	Acquired	33695	Direct
2014-01-03	Common Shares	F	1583	$73.77	Disposed	32112	Direct
2014-01-03	Common Shares	D	640	—	Disposed	31472	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-03	Share Equivalent Units	$	A	640	Acquired		Common Shares (640)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	44	Indirect

Footnotes

F1: Performance units awarded under Amended and Restated 2004 Long Term Performance Plan convert to common shares on a one-for-one basis on settlement date.

F2: Includes 757 shares acquired through participation in the Company's Dividend Reinvestment Plan.

F3: Performance units awarded under the Amended and Restated 2004 Long Term Performance Plan convert to common shares on a one-for-one basis. Reporting person elected to defer the receipt of 640 shares of common stock and received instead 640 share equivalent units under the Amended and Restated 2005 Deferred Compensation Plan. As a result, the reporting person is reporting the disposition of 640 shares of common stock in exchange for an equal number of share equivalent units.

F4: Balance as of December 27, 2013.

F5: 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).