NORDSON CORP — Director's Dealing 2015

Oct 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2015-10-07

Reporting Person: THAXTON GREGORY A (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-07	Common Shares	M	5625	$14.37	Acquired	19447	Direct
2015-10-07	Common Shares	S	5625	$67.72	Disposed	13822	Direct
2015-04-07	Common Shares	G	66	—	Disposed	13756	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-07	Share Equivalent Unit	$0	J	314	Acquired		Common Shares (314)	Direct
2015-10-07	Employee Stock Option (right to buy)	$14.37	M	5625	Disposed	2018-12-04	Common Shares (13100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	5671	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$26.46	2017-12-05	Common Shares (4800)	4800	Direct
Employee Stock Option (right to buy)	$27.26	2019-12-03	Common Shares (11250)	11250	Direct
Employee Stock Option (right to buy)	$43.32	2020-12-07	Common Shares (11400)	11400	Direct
Employee Stock Option (right to buy)	$43.73	2021-11-28	Common Shares (13000)	13000	Direct
Employee Stock Option (right to buy)	$61.59	2022-11-28	Common Shares (11000)	11000	Direct
Employee Stock Option (right to buy)	$71.75	2023-11-25	Common Shares (11000)	11000	Direct
Employee Stock Option (right to buy)	$79.66	2024-11-24	Common Shares (12200)	12200	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 $67.52 to $67.85. 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. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F3: On April 7, 2015, the reporting person made a gift of 66 shares. For tax purposes, the value date of the shares delivered is April 7, 2015.

F4: Share equivalent units accrued through dividend payments.

F5: Share equivalent units acquired through deferral of performance shares awarded under the 2012 Stock Incentive and Award Plan. Deferrals are made to the Nordson Stock Measurement Fund of the Plan. Share equivalent units are settled in common shares at reporting person's termination of employment or retirement subject to delayed distribution rules of Internal Revenue Code Section 409(A).

F6: All such options have fully vested

F7: On November 28, 2011, the Company granted 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.

F8: On November 28, 2012, the Company granted 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.

F9: On November 25, 2013, the Company granted 11,000 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.

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