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: THAXTON GREGORY A (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-26	Common Stock	M	1600	$26.46	Acquired	46416	Direct
2016-05-26	Common Stock	F	484	$87.49	Disposed	46123	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	1600	Disposed	2017-12-05	Common Stock (4800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1374	Indirect
Common Stock	4344	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$14.37	2018-12-04	Common Stock (13100)	7475	Direct
Employee Stock Options (right to buy)	$27.26	2019-12-03	Common Stock (11250)	11250	Direct
Employee Stock Options (right to buy)	$43.32	2020-12-07	Common Stock (11400)	11400	Direct
Employee Stock Options (right to buy)	$43.73	2021-11-28	Common Stock (13000)	13000	Direct
Employee Stock Options (right to buy)	$61.59	2022-11-28	Common Stock (11000)	11000	Direct
Employee Stock Options (right to buy)	$71.75	2023-11-25	Common Stock (11000)	11000	Direct
Employee Stock Options (right to buy)	$79.66	2024-11-24	Common Stock (12200)	12200	Direct
Employee Stock Options (right to buy)	$70.91	2025-11-23	Common Stock (17200)	17200	Direct

Footnotes

F1: Exercise of reporting person's stock options that would otherwise expire December 5, 2017. Unrestricted shares of reporting person were sold to pay the exercise price pursuant to a broker-assisted cashless exercise and hold. The net holdings include 191 shares acquired through dividend payments and are net of shares previously withheld or sold to cover withholding taxes.

F2: 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.

F3: 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. Holdings are corrected due to a scrivener error in the December 1, 2015 reporting.

F4: All such options have fully vested

F5: On November 28, 2012, the Company awarded 11,000 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 awarded11,000 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 12,200 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.