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: KEANE JOHN J (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
0015-11-23	Common Stock	A	42	—	Acquired	43843	Direct
0015-11-23	Common Stock	A	2400	—	Acquired	46243	Direct
0015-11-24	Common Stock	F	282	$71.23	Disposed	45961	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	872	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$26.46	2017-12-05	Common Stock (3780)	3780	Direct
Employee Stock Options (right to buy)	$26.46	2017-12-05	Common Stock (3120)	3120	Direct
Employee Stock Options (right to buy)	$27.26	2019-12-03	Common Stock (23600)	23600	Direct
Employee Stock Options (right to buy)	$43.32	2020-12-07	Common Stock (16000)	16000	Direct
Employee Stock Options (right to buy)	$43.73	2021-11-28	Common Stock (16000)	16000	Direct
Employee Stock Options (right to buy)	$61.59	2022-11-28	Common Stock (11900)	11900	Direct
Employee Stock Options (right to buy)	$71.75	2023-11-25	Common Stock (11500)	11500	Direct
Employee Stock Options (right to buy)	$79.66	2024-11-24	Common Stock (12500)	12500	Direct

Footnotes

F1: 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 11,452 shares underlying performance share units and share equivalent units that were previously reported in Table II.

F2: 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, 2016, 2017, and 2018.

F3: 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.

F4: 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.

F5: All such options have fully vested.

F6: On November 28, 2011, the Company awarded 16,000 stock options under the Company's Long-Term Performance Plan. The options vest in 4 equal installments beginning on each of November 28, 2012. The vested portions of such options will become exercisable upon vesting.

F7: On November 28, 2012, the Company awarded 11,900 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 awarded 11,500 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 12,500 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.