NORDSON CORP — Director's Dealing 2018

Jan 19, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2018-01-17

Reporting Person: DeVries James E (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-17	Common Stock	M	5800	$14.37	Acquired	46222	Direct
2018-01-17	Common Stock	S	5800	$148.86	Disposed	40491	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-17	Employee Stock Options (right to buy)	$14.37	M	5800	Disposed	2018-12-04	Common Stock (5800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2853	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

Footnotes

F1: Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $148.71 to 148.94. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.

F2: Exercise of reporting person's stock options that otherwise expire December 4, 2018, of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise. The holdings include 69 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 Stock Fund of the Nordson Employee Stock Ownership Plan, exempt pursuant to Rule 16b-3(c).

F4: All such options have fully vested.

F5: On November 24, 2014, the Company awarded 5,800 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 24, 2015. The vested portions of such options will become exercisable upon vesting.

F6: 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.

F7: 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.

F8: 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.