NORDSON CORP — Director's Dealing 2017

Nov 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2017-11-20

Reporting Person: Hilton Michael F (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-20	Common Stock	A	6700	—	Acquired	198848	Direct
2017-11-20	Common Stock	A	13400	—	Acquired	213264	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-20	Employee Stock Options (right to buy)	$127.67	A	55800	Acquired	2027-11-20	Common Stock (55800)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$43.32	2020-12-07	Common Stock (50000)	50000	Direct
Employee Stock Options (right to buy)	$43.73	2021-11-28	Common Stock (55000)	55000	Direct
Employee Stock Options (right to buy)	$61.59	2022-11-28	Common Stock (43000)	43000	Direct
Employee Stock Options (right to buy)	$71.75	2023-11-25	Common Stock (42700)	42700	Direct
Employee Stock Options (right to buy)	$79.66	2024-11-24	Common Stock (49100)	49100	Direct
Employee Stock Options (right to buy)	$70.91	2025-11-23	Common Stock (72800)	72800	Direct
Employee Stock Options (right to buy)	$107.65	2026-11-21	Common Stock (60400)	60400	Direct

Footnotes

F1: On November 20, 2017, the Company awarded 6,700 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, 2018, 2019, and 2020.

F2: On November 20, 2017, the Company awarded 13,400 performance shares under the Company's 2012 Stock Incentive and Award Plain, 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 2021. The ultimate number of shares earned is subject to adjustment based on actual performance. The holdings include 1,016 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: All such options have fully vested.

F4: On November 25, 2013, the Company awarded 42,700 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.

F5: On November 24, 2014, the Company awarded 49,100 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.

F6: On November 23, 2015, the Company awarded 72,800 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.

F7: On November 21, 2016, the Company awarded 60,400 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.

F8: On November 20, 2017, the Company awarded 55,800 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 20, 2018. The vested portions of such options will become exercisable upon vesting.