NORDSON CORP — Director's Dealing 2018

Dec 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2018-11-26

Reporting Person: Lovass Stephen (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-26	Common Stock	A	600	—	Acquired	4385	Direct
2018-11-26	Common Stock	A	1300	—	Acquired	5685	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-26	Employee Stock Option	$124.90	A	5000	Acquired	2028-12-26	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	124	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$108.43	2026-11-28	Common Stock (4880)	4880	Direct
Employee Stock Options (right to buy)	$127.67	2027-11-21	Common Stock (5000)	5000	Direct

Footnotes

F1: On November 26, 2018, the Company awarded 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 26, 2019, 2020 and 2021.

F2: On November 26, 2018, the Company awarded 1,300 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 2022. The ultimate number of shares earned is subject to adjustment based on actual performance.

F3: 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).

F4: On November 28, 2016, the Company awarded 4,880 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 28, 2017. The vested portions of such options will become exercisable upon vesting.

F5: On November 20, 2017, the Company awarded 5,000 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.

F6: On November 26,2018, the Company awarded 5,000 stock options under the Company's 2012 Stock Incentive 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.