NORDSON CORP — Director's Dealing 2016

Nov 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2016-11-21

Reporting Person: KEANE JOHN J (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-21	Common Stock	A	1800	—	Acquired	53159	Direct
2016-11-21	Common Stock	A	3600	—	Acquired	56823	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-21	Employee Stock Options (right to buy)	$107.65	A	14000	Acquired	2026-11-21	Common Stock (14000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	886	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$27.26	2019-12-03	Common Stock (23600)	23600	Direct
Employee Stock Options (right to buy)	$43.32	2020-12-07	Common Stock (16000)	16000	Direct
Employee Stock Options (right to buy)	$43.73	2021-11-28	Common Stock (16000)	16000	Direct
Employee Stock Options (right to buy)	$61.59	2022-11-28	Common Stock (11900)	11900	Direct
Employee Stock Options (right to buy)	$71.75	2023-11-25	Common Stock (11500)	11500	Direct
Employee Stock Options (right to buy)	$79.66	2024-11-24	Common Stock (12500)	12500	Direct
Employee Stock Options (right to buy)	$70.91	2025-11-23	Common Stock (17200)	17200	Direct

Footnotes

F1: On November 21, 2016, the Company awarded 1,800 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares will vest on each of November 30, 2017, 2018, and 2019.

F2: On November 21, 2016, the Company awarded 3,600 performance shares under the Company's 2012 Stock Incentive and Award Plan, which represent the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets settle in January 2020. The ultimate number of shares earned is subject to adjustment based on actual performance. The holdings include 64 shares acquired through dividend payments and participation in the Company's dividend reinvestment plan, and are net of shares previously withheld or sold to cover withholding taxes.

F3: 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.

F4: All such options have fully vested.

F5: On November 28, 2012, the Company awarded 11,900 stock options under the Company's Long-Term Performance Plan. The options vest in 4 equal annual installments beginning on November 28, 2013. The vested portions of such options will become exercisable upon vesting.

F6: On November 25, 2013, the Company awarded 11,500 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 12,500 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 17,200 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 14,000 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.