NORDSON CORP — Director's Dealing 2015

Nov 25, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2015-11-23

Reporting Person: THAXTON GREGORY A (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-23	Common Stock	A	2400	—	Acquired	16156	Direct
2015-11-24	Common Stock	F	282	$71.23	Disposed	41632	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-23	Employee Stock Options (right to buy)	$70.91	A	17200	Acquired	2025-11-23	Common Stock (17200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1360	Indirect
Common Stock	4316	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$26.46	2017-12-05	Common Stock (4800)	4800	Direct
Employee Stock Options (right to buy)	$14.37	2018-12-04	Common Stock (13100)	7475	Direct
Employee Stock Options (right to buy)	$27.26	2019-12-03	Common Stock (11250)	11250	Direct
Employee Stock Options (right to buy)	$43.32	2020-12-07	Common Stock (11400)	11400	Direct
Employee Stock Options (right to buy)	$43.73	2021-11-28	Common Stock (13000)	13000	Direct
Employee Stock Options (right to buy)	$61.59	2022-11-28	Common Stock (11000)	11000	Direct
Employee Stock Options (right to buy)	$71.75	2023-11-25	Common Stock (11000)	11000	Direct
Employee Stock Options (right to buy)	$79.66	2024-11-24	Common Stock (12200)	12200	Direct

Footnotes

F1: On November 23, 2015, the Company awarded 2,400 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares will vest on each of November 23, 2015, 2016, and 2017.

F2: On November 24, 2014, the Company awarded 1,800 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested November 24, 2015, and one-third will vest November 24, on each of 2016 and 2017. 282 of the 600 shares that vested November 24, 2015 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes, and include 25,758 shares underlying performance share units that have vested and share equivalent units that were previously reported in Table II.

F3: 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.

F4: 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.

F5: All such options have fully vested

F6: On November 28, 2011, the Company awarded 13,000 stock options under the Company's Long-Term Performance Plan. The options vest in 4 equal annual installments beginning on November 28, 2012. The vested portions of such options will become exercisable upon vesting.

F7: On November 28, 2012, the Company awarded 11,000 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.

F8: On November 25, 2013, the Company awarded11,000 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.

F9: On November 24, 2014, the Company awarded 12,200 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.

F10: On November 23, 2015, the Company awarded 17,200 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.