NORDSON CORP — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2016-12-30

Reporting Person: BLOOMFIELD DOUGLAS C (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-19	Common Stock	G	1500	—	Disposed	46207	Direct
2016-12-30	Common Stock	F	90	$112.85	Disposed	45995	Direct
2016-12-30	Common Stock	F	117	$112.85	Disposed	45239	Direct
2017-01-03	Common Stock	F	1356	$113.42	Disposed	43957	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3245	Indirect
Common Stock	220	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$43.32	2020-12-07	Common Stock (9400)	9400	Direct
Employee Stock Options (right to buy)	$43.73	2021-11-28	Common Stock (10000)	10000	Direct
Employee Stock Options (right to buy)	$61.59	2022-11-28	Common Stock (7600)	7600	Direct
Employee Stock Options (right to buy)	$71.75	2023-11-25	Common Stock (7300)	7300	Direct
Employee Stock Options (right to buy)	$79.66	2024-11-24	Common Stock (7900)	7900	Direct
Employee Stock Options (right to buy)	$70.91	2025-11-23	Common Stock (11700)	11700	Direct

Footnotes

F1: On each of December 19, 2016 and December 20, 2016, the reporting person made a gift of shares for a cumulative total of 1,500 shares gifted. For tax purposes, the value date of the shares delivered is each respective date a gift was made.

F2: On November 24, 2014, the Company awarded 1,200 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on each of November 23, 2015 and 2016, and one-third were to vest on November 24, 2017. The reporting person retired effective December 31, 2016. Vesting of 278 restricted shares was accelerated and 122 shares were forfeited as a result of retirement. 90 of the 278 shares that vested were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F3: On November 23, 2015, the Company awarded 1,500 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on November 23, 2016, and one-third were to vest on each of November 23, 2017 and 2018. The reporting person retired effective December 31, 2016. Vesting of 361 restricted shares was accelerated and 639 shares were forfeited as a result of retirement. 117 of the 361 shares that vested were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F4: Shares withheld to cover withholding taxes due upon settlement of the performance share units that were reported on December 2, 2016. The net holdings include 74 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.

F5: 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).

F6: 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).

F7: All such options have fully vested.

F8: On November 25, 2013, the Company awarded 7,300 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.

F9: On November 24, 2014, the Company awarded 7,900 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.

F10: On November 23, 2015, the Company awarded 11,700 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.