NORDSON CORP — Director's Dealing 2015

Oct 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2015-10-15

Reporting Person: DeVries James E (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-15	Common Stock	M	5400	$19.25	Acquired	35438	Direct
2015-10-15	Common Stock	S	5400	$67.10	Disposed	30380	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-15	Employee Stock Options (right to buy)	$19.25	M	5400	Disposed	2015-12-07	Common Stock (5400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2762	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: Exercise of reporting person's stock options of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F2: Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $67.00 to $67.30. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.

F3: The Reporting Person previously entered into a limit order covering stock options that otherwise would expire December 7, 2015. Pursuant to Rule 10b5-1, these options were exercised automatically and the respective shares were sold automatically based on the stock price reaching a pre-set target price. The total number reported in column 5 includes 342 shares acquired in 2015 through participation in the Company's Dividend Reinvestment Plan. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F4: Represents the number of shares attributable to the reporting person's participation in the Company Stock Fund of the Nordson Savings Plan. Represents obligations whose value is based on the Common Stock through a contribution, exempt pursuant to Rule 16b-3(c), under the Company's Compensation Deferral Program. The reporting person disclaims beneficial ownership of these securities

F5: All such options have fully vested.

F6: On December 7, 2010, the Company granted 4,000 stock options under the Company's 2012 Stock Incentive and Award 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.

F7: On November 28, 2011, the Company granted 6,000 stock options under the Company's 2012 Stock Incentive and Award 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.

F8: On November 28, 2012, the Company granted 4,500 stock options under the Company's 2012 Stock Incentive and Award 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.

F9: On November 25, 2013, the Company granted 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.

F10: On November 24, 2014, the Company granted 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.