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NORDSON CORP Director's Dealing 2016

Dec 2, 2016

30481_dirs_2016-12-02_fd57d0a1-11bf-436b-9ce3-782412a9eca3.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: 2016-11-30

Reporting Person: Hilton Michael F (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-11-30 Common Stock A 23491 Acquired 193826 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Options (right to buy) $30.70 2020-01-16 Common Stock (69218) 69218 Direct
Employee Stock Options (right to buy) $43.32 2020-12-07 Common Stock (50000) 50000 Direct
Employee Stock Options (right to buy) $43.73 2021-11-28 Common Stock (55000) 55000 Direct
Employee Stock Options (right to buy) $61.59 2022-11-28 Common Stock (43000) 43000 Direct
Employee Stock Options (right to buy) $71.75 2023-11-25 Common Stock (42700) 42700 Direct
Employee Stock Options (right to buy) $79.66 2024-11-24 Common Stock (49100) 49100 Direct
Employee Stock Options (right to buy) $70.91 2025-11-23 Common Stock (72800) 72800 Direct
Employee Stock Options (right to buy) $107.65 2026-11-21 Common Stock (60400) 60400 Direct

Footnotes

F1: Award of performance share units under the Company's 2012 Stock Incentive and Award Plan that were earned upon the achievement of performance measures over a 3-year performance period ended October 31, 2016. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F2: All such options have fully vested.

F3: On November 25, 2013, the Company awarded 42,700 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.

F4: On November 24, 2014, the Company awarded 49,100 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.

F5: On November 23, 2015, the Company awarded 72,800 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.

F6: On November 21, 2016, the Company awarded 60,400 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 21, 2017. The vested portions of such options will become exercisable upon vesting.