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: THAXTON GREGORY A (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-31	Common Stock	G	124	—	Disposed	45258	Direct
2017-11-20	Common Stock	A	1600	—	Acquired	46858	Direct
2017-11-20	Common Stock	A	3100	—	Acquired	50163	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	12500	Acquired	2027-11-20	Common Stock (12500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1391	Indirect
Common Stock	7188	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
Employee Stock Options (right to buy)	$107.65	2026-11-21	Common Stock (14000)	14000	Direct

Footnotes

F1: On each of March 31, 2017 and June 28, 2017, the reporting person made a gift of shares for a cumulative total of 124 shares gifted. For tax purposes, the value date of the shares delivered is each respective date a gift was made.

F2: On November 20, 2017, the Company awarded 1,600 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.

F3: On November 20, 2017, the Company awarded 3,100 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 205 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.

F4: 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).

F5: 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).

F6: All such options have fully vested

F7: On November 25, 2013, the Company awarded 11,000 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.

F8: 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.

F9: 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.

F10: On November 21, 2016, the Company awarded 14,000 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.

F11: On November 20, 2017, 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 20, 2018. The vested portions of such options will become exercisable upon vesting.