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: BLOOMFIELD DOUGLAS C (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-25	Common Stock	F	204	$72.29	Disposed	48895	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3208	Indirect
Common Stock	222	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$43.32	2020-12-07	Common Stock (9400)	9400	Direct
Employee Stock Options (right to buy)	$43.73	2021-11-28	Common Stock (10000)	10000	Direct
Employee Stock Options (right to buy)	$61.59	2022-11-28	Common Stock (7600)	7600	Direct
Employee Stock Options (right to buy)	$71.75	2023-11-25	Common Stock (7300)	7300	Direct
Employee Stock Options (right to buy)	$79.66	2024-11-24	Common Stock (7900)	7900	Direct
Employee Stock Options (right to buy)	$70.91	2025-11-23	Common Stock (11700)	11700	Direct

Footnotes

F1: On November 25, 2014, the Company awarded 1,300 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested November 25, 2015, and one-third will vest on each of November 25, 2016 and 2017. 204 of the 433 shares that vested November 25, 2015 were withheld to cover withholding taxes due upon vesting. The holdings include 333 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'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: All such options have fully vested.

F5: On November 28, 2012, 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 28, 2013. The vested portions of such options will become exercisable upon vesting.

F6: On November 25, 2013, the Company awarded 7,300 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 7,900 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 11,700 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.