NORDSON CORP — Director's Dealing 2018

Dec 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2018-11-30

Reporting Person: DeVries James E (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-30	Common Stock	F	137	$120.41	Disposed	42735	Direct
2018-11-30	Common Stock	F	121	$120.41	Disposed	42614	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2878	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$27.26	2019-12-03	Common Stock (3500)	3500	Direct
Employee Stock Options (right to buy)	$43.32	2020-12-07	Common Stock (4000)	4000	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 (4500)	4500	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
Employee Stock Options (right to buy)	$127.67	2027-11-20	Common Stock (6500)	6500	Direct
Employee Stock Options (right to buy)	$124.9	2018-11-26	Common Stock (6100)	6100	Direct

Footnotes

F1: On November 21, 2016, the Company awarded 900 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. 137 of the 300 shares that vested November 30, 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 800 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on November 20, 2018, and one-third will vest on each of November 30, 2019 and 2020. 121 of the 266 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 Nordson Employee Stock Ownership Plan, exempt pursuant to Rule 16b-3(c).

F4: All such options have fully vested.

F5: On November 23, 2015, the Company awarded 9,100 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.

F6: 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.

F7: On November 20, 2017, 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 20, 2018. The vested portions of such options will become exercisable upon vesting.

F8: On November 26, 2018, the Company awarded 6,100 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 26, 2019. The vested portions of such options will become exercisable upon vesting.