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: PEET SHELLY (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-16	Common Stock	G	182	—	Disposed	16292	Direct
2015-11-23	Common Stock	A	162	—	Acquired	29561	Direct
2015-11-23	Common Stock	A	1100	—	Acquired	30661	Direct
2015-11-24	Common Stock	F	98	$71.23	Disposed	30563	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	9100	Acquired	2025-11-23	Common Stock (9100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4	Indirect
Common Stock	1431	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$26.46	2017-12-05	Common Stock (3200)	3200	Direct
Employee Stock Options (right to buy)	$14.37	2018-12-04	Common Stock (2800)	2800	Direct
Employee Stock Options (right to buy)	$27.26	2019-12-03	Common Stock (5250)	5250	Direct
Employee Stock Options (right to buy)	$43.32	2020-12-07	Common Stock (5600)	5600	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 (5000)	5000	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

Footnotes

F1: On each of January 16, 2015, January 21, 2015, September 15, 2015, and September 28, 2015, the reporting person made a gift of shares for a cumulative total of 182 shares gifted. For tax purposes, the value date of the shares delivered is each respective date a gift was made.

F2: Share equivalent units acquired through dividend payments. Share equivalent units are settled in common shares on a one-to-one basis at reporting person's termination of employment or retirement subject to delayed distribution rules of Internal Revenue Code Section 409(A). The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes, and include 13,107 share underlying performance share units and share equivalent units that were previously reported in Table II.

F3: On November 23, 2015, the Company awarded 1,100 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, 2016, 2017, and 2018.

F4: On November 24, 2014, the Company awarded 900 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. 98 of the 300 shares that vested November 24, 2015 were withheld to cover withholding taxes due upon vesting. The holdings include 548 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.

F5: 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.

F6: 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.

F7: All such options have fully vested.

F8: On November 28, 2011, the Company awarded 6,000 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.

F9: 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.

F10: 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.

F11: 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.

F12: 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.