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: Hilton Michael F (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-23	Common Stock	F	1440	$109.14	Disposed	172652	Direct
2016-11-24	Common Stock	F	1174	$109.95	Disposed	171478	Direct
2016-11-25	Common Stock	F	1143	$109.95	Disposed	170335	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: On November 23, 2015, the Company awarded 9,200 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. 1,440 of the 3,066 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 7,500 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. 1,174 of the 2,500 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 7,300 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. 1,143 of the 2,434 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: All such options have fully vested.

F5: 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.

F6: 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.

F7: 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.

F8: 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.