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NORDSON CORP Director's Dealing 2015

Nov 25, 2015

30481_dirs_2015-11-25_90dd8f27-c1a8-46d0-ad0f-cb5d366adb1e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: DeVries James E (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-11-23 Common Stock A 1100 Acquired 31480 Direct
2015-11-24 Common Stock F 144 $71.23 Disposed 31336 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 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

Footnotes

F1: 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.

F2: 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. 144 of the 300 shares that vested November 24, 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.

F3: 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

F4: All such options have fully vested.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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.