NORDSON CORP — Director's Dealing 2016

May 31, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2016-05-26

Reporting Person: KEANE JOHN J (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-26	Common Stock	M	3120	$26.46	Acquired	51779	Direct
2016-05-26	Common Stock	S	3120	$87.56	Disposed	48659	Direct
2016-05-26	Common Stock	M	3780	$26.46	Acquired	52439	Direct
2016-05-26	Common Stock	F	1162	$87.79	Disposed	51359	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-26	Employee Stock Options (right to buy)	$26.46	M	3780	Disposed	2017-12-05	Common Stock (3780)	Direct
2016-05-26	Employee Stock Options (right to buy)	$26.46	M	3120	Disposed	2017-12-05	Common Stock (3120)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	881	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: Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $87.40 to $87.67. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.

F2: Exercise of reporting person's stock options that would otherwise expire December 5, 2017 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.

F3: Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $87.73 to $87.82. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.

F4: Exercise of reporting person's stock options that would otherwise expire December 5, 2017 of which shares were sold to pay the exercise price and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and hold. The holdings include 82 shares acquired through dividend payments and are net of shares previously withheld or sold to cover withholding taxes.

F5: 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.

F6: All such options have fully vested.

F7: 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.

F8: 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.

F9: 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.

F10: 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.