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NORDSON CORP Director's Dealing 2018

Nov 28, 2018

30481_dirs_2018-11-28_dfae89be-b5d1-4b92-b693-35da4469f54f.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: 2018-11-26

Reporting Person: THAXTON GREGORY A (Senior Vice President, CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2018-11-26 Common Stock A 1500 Acquired 50426 Direct
2018-11-26 Common Stock A 3000 Acquired 53628 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2018-11-26 Employee Stock Options (right to buy) $124.90 A 11800 Acquired 2028-11-26 Common Stock (11800) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 7256 Indirect
Common Stock 1400 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Options (right to buy) $14.37 2018-12-04 Common Stock (7475) 0 Direct
Employee Stock Options (right to buy) $27.26 2019-12-03 Common Stock (11250) 11250 Direct
Employee Stock Options (right to buy) $43.32 2020-12-07 Common Stock (11400) 11400 Direct
Employee Stock Options (right to buy) $43.73 2021-11-28 Common Stock (13000) 13000 Direct
Employee Stock Options (right to buy) $61.59 2022-11-28 Common Stock (11000) 11000 Direct
Employee Stock Options (right to buy) $71.75 2023-11-25 Common Stock (11000) 11000 Direct
Employee Stock Options (right to buy) $79.66 2024-11-24 Common Stock (12200) 12200 Direct
Employee Stock Options (right to buy) $70.91 2025-11-23 Common Stock (17200) 17200 Direct
Employee Stock Options (right to buy) $107.65 2026-11-21 Common Stock (14000) 14000 Direct
Employee Stock Options (right to buy) $127.67 2027-11-20 Common Stock (12500) 12500 Direct

Footnotes

F1: On November 26, 2018, the Company awarded 1,500 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 3,000 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. The holdings include 202 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.

F3: Represents the number of shares attributable to the reporting person's participation in the Company Savings 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 Employee Stock Ownership Plan, exempt pursuant to Rule 16b-3(c).

F5: All such options have fully vested

F6: 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.

F7: On November 21, 2016, the Company awarded 14,000 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 12,500 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.

F9: On November 26, 2018, the Company awarded 11,800 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.