NORDSON CORP — Director's Dealing 2015

Nov 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2015-11-25

Reporting Person: VEILLETTE ROBERT E (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-25	Common Stock	F	188	$72.29	Disposed	35448	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2083	Indirect
Common Stock	500	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$24.46	2016-12-06	Common Stock (1000)	1000	Direct
Employee Stock Options (right to buy)	$27.81	2017-02-20	Common Stock (8000)	8000	Direct
Employee Stock Options (right to buy)	$26.46	2017-12-05	Common Stock (6400)	6400	Direct
Employee Stock Options (right to buy)	$14.37	2018-12-04	Common Stock (17000)	17000	Direct
Employee Stock Options (right to buy)	$27.26	2019-12-03	Common Stock (8000)	8000	Direct
Employee Stock Options (right to buy)	$43.32	2020-12-07	Common Stock (6400)	6400	Direct
Employee Stock Options (right to buy)	$43.73	2021-11-28	Common Stock (8800)	8800	Direct
Employee Stock Options (right to buy)	$61.59	2022-11-28	Common Stock (7100)	7100	Direct
Employee Stock Options (right to buy)	$71.75	2023-11-25	Common Stock (6900)	6900	Direct
Employee Stock Options (right to buy)	$79.66	2024-11-24	Common Stock (7600)	7600	Direct
Employee Stock Options (right to buy)	$70.91	2025-11-23	Common Stock (11000)	11000	Direct

Footnotes

F1: On November 25, 2013, the Company awarded 1,200 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on each of November 25, 2014 and 2015, and one-third will vest November 25, 2016 . 188 of the 400 shares that vested November 25, 2015 were withheld to cover withholding taxes due upon vesting. The holdings include 29 shares acquired through participation in the Company's Dividend Reinvestment Plan, and are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.

F2: Represents the number of shares attributable to the reporting person's participation in the Company Stock Fund of the Nordson 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: All such options have fully vested.

F5: On November 28, 2012, the Company awarded 7,100 stock options under the Company's Long-Term Performance 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.

F6: On November 25, 2013, the Company awarded 6,900 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.

F7: On November 24, 2014, the Company awarded 7,600 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.

F8: On November 23, 2015, the Company awarded 11,000 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.