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NORDSON CORP Director's Dealing 2016

Jan 6, 2016

30481_dirs_2016-01-06_ad41b805-c7cb-4d98-b11b-6618b792d304.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: 2016-01-04

Reporting Person: THAXTON GREGORY A (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-01-04 Common Stock F 943 $63.35 Disposed 44816 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1360 Indirect
Common Stock 4316 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Options (right to buy) $26.46 2017-12-05 Common Stock (4800) 4800 Direct
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: Shares withheld to cover withholding taxes due upon settlement of the performance share units that were reported on December 1, 2015. The ultimate number of shares earned was subject to adjustment based on actual performance. Including a downward adjustment of 8 shares as a result of actual performance achieved, 4,723 earned shares settled on January 4, 2016. The holdings 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.