NORDSON CORP — Director's Dealing 2016

Nov 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2016-11-23

Reporting Person: BLOOMFIELD DOUGLAS C (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-23	Common Stock	F	162	$109.14	Disposed	43955	Direct
2016-11-24	Common Stock	F	130	$109.95	Disposed	43825	Direct
2016-11-25	Common Stock	F	141	$109.95	Disposed	43684	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3258	Indirect
Common Stock	223	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$43.32	2020-12-07	Common Stock (9400)	9400	Direct
Employee Stock Options (right to buy)	$43.73	2021-11-28	Common Stock (10000)	10000	Direct
Employee Stock Options (right to buy)	$61.59	2022-11-28	Common Stock (7600)	7600	Direct
Employee Stock Options (right to buy)	$71.75	2023-11-25	Common Stock (7300)	7300	Direct
Employee Stock Options (right to buy)	$79.66	2024-11-24	Common Stock (7900)	7900	Direct
Employee Stock Options (right to buy)	$70.91	2025-11-23	Common Stock (11700)	11700	Direct

Footnotes

F1: On November 23, 2015, the Company awarded 1,500 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on November 23, 2016, and one-third will vest on each of November 23, 2017 and 2018. 162 of the 500 shares that vested November 23, 2016 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F2: On November 24, 2014, the Company awarded 1,200 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on each of November 24, 2015 and 2016, and one-third will vest on November 24, 2017. 130 of the 400 shares that vested November 24, 2016 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F3: On November 25, 2013, the Company awarded 3,300 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on each of November 25, 2014, 2015, and 2016. 141 of the 434 shares that vested November 25, 2016 were withheld to cover withholding taxes due upon vesting. 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's Employee Stock Ownership Plan, exempt pursuant to Rule 16b-3(c). The reporting person disclaims beneficial ownership of these securities.

F5: Represents the number of shares attributable to the reporting person's participation in the Company's Savings Plan, exempt pursuant to Rule 16b-3(c). The reporting person disclaims beneficial ownership of these securities.

F6: All such options have fully vested.

F7: On November 25, 2013, the Company awarded 7,300 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.

F8: On November 24, 2014, the Company awarded 7,900 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.

F9: On November 23, 2015, the Company awarded 11,700 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.