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: Hilton Michael F (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-03	Common Shares	A	36000	—	Acquired	66933	Direct
2014-01-03	Common Shares	F	2938	$73.77	Disposed	63995	Direct
2014-01-03	Common Shares	D	32400	—	Disposed	31595	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-03	Share Equivalent Units	$	A	32400	Acquired		Common Shares (32400)	Direct

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: 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 32,400 shares of common stock and received instead 32,400 share equivalent units under the Amended and Restated 2005 Deferred Compensation Plan. As a result, the reporting person is reporting the disposition of 32,400 shares of common stock in exchange for an equal number of share equivalent units.

F3: 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).