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NORDSON CORP Director's Dealing 2015

Dec 2, 2015

30481_dirs_2015-12-02_1eca1e69-d322-4977-9503-3058d901f3cf.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2015-12-01

Reporting Person: Pembroke Jeffrey A (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-12-01 Common Stock A 1616 Acquired 2516 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1 Indirect
Common Stock 137 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Options (right to buy) $43.32 2020-12-07 Common Stock (800) 800 Direct
Employee Stock Options (right to buy) $43.73 2021-11-28 Common Stock (1800) 1800 Direct
Employee Stock Options (right to buy) $61.59 2022-11-28 Common Stock (2775) 2775 Direct
Employee Stock Options (right to buy) $71.75 2023-11-25 Common Stock (3200) 3200 Direct
Employee Stock Options (right to buy) $79.66 2024-11-24 Common Stock (3800) 3800 Direct
Employee Stock Options (right to buy) $70.91 2025-11-23 Common Stock (7200) 7200 Direct

Footnotes

F1: Award of performance share units under the Company's 2012 Stock Incentive and Award Plan that were earned upon the achievement of performance measures over a 3-year performance period ended October 31, 2015. The performance share units are settled in common shares on a one-to-one basis on the settlement date.

F2: Represents the number of shares attributable to the reporting person's participation in the Company's Employee Stock Ownership Plan, exempt pursuant to Rule 16b-3(c). The reporting person disclaims beneficial ownership of these securities.

F3: Represents the number of shares attributable to the reporting person's participation in the Company's Savings Plan, exempt pursuant to Rule 16b-3(c). The reporting person disclaims beneficial ownership of these securities.

F4: On December 7, 2010, the Company awarded 4,000 stock options under the Company's Long-Term Performance Plan. The options vest in 5 equal annual installments beginning on December 7, 2011. The vested portions of such options will become exercisable upon vesting. The holdings are net of vested options that were exercised.

F5: All such options have fully vested.

F6: On November 28, 2012, the Company granted 3,700 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 28, 2013. The vested portions of such options will become exercisable upon vesting. The holdings are net of vested options that were exercised.

F7: On November 25, 2013, the Company awarded 3,200 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 25, 2014. The vested portions of such options will become exercisable upon vesting.

F8: On November 24, 2014, the Company awarded 3,800 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 24, 2015. The vested portions of such options will become exercisable upon vesting.

F9: On November 23, 2015, the Company awarded 7,200 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 23, 2016. The vested portions of such options will become exercisable upon vesting.