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NORDSON CORP Director's Dealing 2016

Nov 28, 2016

30481_dirs_2016-11-28_5dd8117e-995e-437f-ae6c-9b7b6e0c2664.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: 2016-11-23

Reporting Person: MERK GREGORY P (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-11-23 Common Stock F 238 $109.14 Disposed 43773 Direct
2016-11-24 Common Stock F 196 $109.95 Disposed 43577 Direct
2016-11-25 Common Stock F 183 $109.95 Disposed 43394 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 364 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Options (right to buy) $27.26 2019-12-03 Common Stock (12200) 12200 Direct
Employee Stock Options (right to buy) $43.32 2020-12-07 Common Stock (9000) 9000 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 (7600) 7600 Direct
Employee Stock Options (right to buy) $79.66 2024-11-24 Common Stock (8300) 8300 Direct
Employee Stock Options (right to buy) $70.91 2025-11-23 Common Stock (13400) 13400 Direct
Employee Stock Options (right to buy) $107.65 2026-11-21 Common Stock (10000) 10000 Direct

Footnotes

F1: On November 23, 2015, the Company awarded 1,700 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. 238 of the 566 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 1,400 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. 196 of the 466 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 1,300 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. 183 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 Savings Plan, exempt pursuant to Rule 16b-3(c). The reporting person disclaims beneficial ownership of these securities.

F5: All such options have fully vested.

F6: On November 25, 2013, the Company awarded 7,600 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.

F7: On November 24, 2014, the Company awarded 8,300 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.

F8: On November 23, 2015, the Company awarded 13,400 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.

F9: On November 21, 2016, the Company awarded 10,000 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.