NORDSON CORP — Director's Dealing 2017

Mar 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2017-03-07

Reporting Person: PEET SHELLY (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-03	Common Stock	G	53	—	Disposed	38405	Direct
2017-03-07	Common Stock	M	2650	$27.26	Acquired	41055	Direct
2017-03-07	Common Stock	S	2650	$124.21	Disposed	38405	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-07	Employee Stock Options (right to buy)	$27.26	M	2650	Disposed	2019-12-03	Common Stock (2650)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5	Indirect
Common Stock	1429	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$43.32	2020-12-07	Common Stock (5600)	5600	Direct
Employee Stock Options (right to buy)	$43.73	2021-11-28	Common Stock (6000)	6000	Direct
Employee Stock Options (right to buy)	$61.59	2022-11-28	Common Stock (5000)	5000	Direct
Employee Stock Options (right to buy)	$71.75	2023-11-25	Common Stock (5200)	5200	Direct
Employee Stock Options (right to buy)	$79.66	2024-11-24	Common Stock (5800)	5800	Direct
Employee Stock Options (right to buy)	$70.91	2025-11-23	Common Stock (9100)	9100	Direct
Employee Stock Options (right to buy)	$107.65	2026-11-21	Common Stock (6600)	6600	Direct

Footnotes

F1: On March 3, 2017, the reporting person made a gift of shares. For tax purposes, the value date of the shares delivered is the date the gift was made.

F2: 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 $124.20 to $124.26. 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.

F3: Exercise of reporting person's stock options that would otherwise expire December 3, 2019 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. The holdings 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 5,200 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 6,600 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.