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NORDSON CORP Director's Dealing 2018

Nov 28, 2018

30481_dirs_2018-11-28_dbaf0003-54c8-4ed9-9c97-9280ce13ab8c.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: Hilton Michael F (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2018-11-26 Common Stock A 6400 Acquired 215121 Direct
2018-11-26 Common Stock A 12700 Acquired 228513 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 51400 Acquired 2028-11-23 Common Stock (51400) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Options (right to buy) $61.59 2022-11-28 Common Stock (43000) 43000 Direct
Employee Stock Options (right to buy) $71.75 2023-11-25 Common Stock (42700) 42700 Direct
Employee Stock Options (right to buy) $79.66 2024-11-24 Common Stock (49100) 49100 Direct
Employee Stock Options (right to buy) $70.91 2025-11-23 Common Stock (72800) 72800 Direct
Employee Stock Options (right to buy) $107.65 2026-11-21 Common Stock (60400) 60400 Direct
Employee Stock Options (right to buy) $127.67 2027-11-20 Common Stock (55800) 55800 Direct

Footnotes

F1: On November 26, 2018, the Company awarded 6,400 restricted shares under the Company's 2012 Stock Incentive and Award Plan for Fiscal Year 2019. 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 12,700 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 692 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: All such options have fully vested.

F4: On November 23, 2015, the Company granted 72,800 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.

F5: On November 21, 2016, the Company awarded 60,400 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.

F6: On November 20, 2017, the Company awarded 55,800 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.

F7: On November 26, 2018 the Company awarded 51,400 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 portion of such options will become exercisable upon vesting.