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NORDSON CORP Director's Dealing 2016

Dec 2, 2016

30481_dirs_2016-12-02_19f6c383-795e-4419-bf05-b4500dbf5f43.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: DeVries James E (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-11-30 Common Stock A 2896 Acquired 37957 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2840 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
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
Employee Stock Options (right to buy) $70.91 2025-11-23 Common Stock (9100) 9100 Direct
Employee Stock Options (right to buy) $107.65 2026-11-21 Common Stock (6600) 6600 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: 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).

F3: All such options have fully vested.

F4: 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.

F5: 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.

F6: 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.

F7: On November 21, 2016, the Company awarded 6,600 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.