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: DeVries James E (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-25	Common Stock	F	144	$72.29	Disposed	31192	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2807	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$24.46	2016-12-06	Common Stock (5000)	5000	Direct
Employee Stock Options (right to buy)	$26.46	2017-12-05	Common Stock (5000)	5000	Direct
Employee Stock Options (right to buy)	$14.37	2018-12-04	Common Stock (5800)	5800	Direct
Employee Stock Options (right to buy)	$27.26	2019-12-03	Common Stock (3500)	3500	Direct
Employee Stock Options (right to buy)	$43.32	2020-12-07	Common Stock (4000)	4000	Direct
Employee Stock Options (right to buy)	$43.73	2021-11-28	Common Stock (6000)	6000	Direct
Employee Stock Options (right to buy)	$61.59	2022-11-28	Common Stock (4500)	4500	Direct
Employee Stock Options (right to buy)	$71.75	2023-11-25	Common Stock (5200)	5200	Direct
Employee Stock Options (right to buy)	$79.66	2024-11-24	Common Stock (5800)	5800	Direct
Employee Stock Options (right to buy)	$70.91	2025-11-23	Common Stock (9100)	9100	Direct

Footnotes

F1: On November 25, 2013, the Company awarded 900 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. 144 of the 300 shares that vested November 25, 2015 were withheld to cover withholding taxes due upon vesting. The holdings include 2,783 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: All such options have fully vested.

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.

F5: On November 28, 2012, the Company awarded 4,500 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 5,200 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.

F7: On November 24, 2014, the Company awarded 5,800 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.

F8: On November 23, 2015, the Company awarded 9,100 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.