NORDSON CORP — Director's Dealing 2018

Nov 28, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Pembroke Jeffrey A (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-26	Common Stock	A	1000	—	Acquired	10375	Direct
2018-11-26	Common Stock	A	2000	—	Acquired	12408	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-26	Employee Stock Option (right to buy)	$124.90	A	8300	Acquired	2028-11-26	Common Stock (8300)	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

Footnotes

F1: On November 26, 2018, the Company awarded 1,000 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 2,000 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 33 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'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.