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NORDSON CORP Director's Dealing 2018

Dec 4, 2018

30481_dirs_2018-12-04_3692d13b-5349-4051-bd65-852c9866279a.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: 2018-11-30

Reporting Person: Pembroke Jeffrey A (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2018-11-30 Common Stock F 85 $120.41 Disposed 12323 Direct
2018-11-30 Common Stock F 102 $120.41 Disposed 12221 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3 Indirect
Common Stock 139 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Options (right to buy) $71.75 2023-11-25 Common Stock (3200) 3200 Direct
Employee Stock Options (right to buy) $79.66 2024-11-24 Common Stock (3800) 3800 Direct
Employee Stock Options (right to buy) $70.91 2025-11-23 Common Stock (7200) 7200 Direct
Employee Stock Options (right to buy) $107.65 2026-11-21 Common Stock (6500) 6500 Direct
Employee Stock Options (right to buy) $127.67 2027-11-20 Common Stock (8400) 8400 Direct
Employee Stock Option (right to buy) $124.90 2028-11-26 Common Stock (8300) 8300 Direct

Footnotes

F1: On November 21, 2016, the Company awarded 840 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on each of November 30, 2017 and 2018, and one third will vest on November 30, 2019. 85 of the 280 shares that vested November 21, 2018 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F2: On November 20, 2017, the Company awarded 1,000 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on November 30, 2018, and one-third will vest on each of November 30, 2019 and 2020. 102 of the 333 shares that vested November 20, 2018 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F3: 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).

F4: 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

F5: All such options have fully vested.

F6: On November 23, 2015, the Company awarded 7,200 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.

F7: On November 21, 2016, the Company awarded 6,500 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 8,400 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.

F9: On November 26, 2018 the Company awarded 8,300 stock options under the Company's 2012 Stock Incentive Award Plan. The options vest in 4 equal annual instrallments beginning on November 26, 2019. The vested portions of such options will become exercisable upon vesting.