NORDSON CORP — Director's Dealing 2016

Jun 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2016-05-27

Reporting Person: Pembroke Jeffrey A (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-27	Common Stock	M	800	$43.32	Acquired	2677	Direct
2016-05-27	Common Stock	S	800	$89.00	Disposed	1877	Direct
2016-05-27	Common Stock	M	1800	$43.73	Acquired	3677	Direct
2016-05-27	Common Stock	S	1800	$89.00	Disposed	1880	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-27	Employee Stock Options (right to buy)	$43.32	M	800	Disposed	2020-12-07	Common Stock (800)	Direct
2016-05-27	Employee Stock Options (right to buy)	$43.73	M	1800	Disposed	2021-11-28	Common Stock (1800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2	Indirect
Common Stock	138	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$61.59	2022-11-28	Common Stock (2775)	2775	Direct
Employee Stock Options (right to buy)	$71.75	2023-11-25	Common Stock (3200)	3200	Direct
Employee Stock Options (right to buy)	$79.66	2024-11-24	Common Stock (3800)	3800	Direct
Employee Stock Options (right to buy)	$70.91	2025-11-23	Common Stock (7200)	7200	Direct

Footnotes

F1: Exercise of reporting person's stock options of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale.

F2: Exercise of reporting person's stock options of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale. The holdings include 3 shares acquired through 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: 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 28, 2012, the Company granted 3,700 stock options under the Company's 2012 Stock Incentive and Award 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. The holdings are net of vested options that were exercised.

F7: On November 25, 2013, the Company awarded 3,200 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.

F8: On November 24, 2014, the Company awarded 3,800 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.

F9: On November 23, 2015, the Company awarded 7,200 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.