NORDSON CORP — Director's Dealing 2018

Jan 12, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2018-01-12

Reporting Person: THAXTON GREGORY A (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-12	Common Stock	M	7475	$14.37	Acquired	56756	Direct
2018-01-12	Common Stock	S	7475	$148.48	Disposed	49281	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-12	Employee Stock Options (right to buy)	$14.37	M	7475	Disposed	2018-12-04	Common Stock (7475)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1388	Indirect
Common Stock	7152	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: 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 $148.42 to 148.62. 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 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).

F5: All such options have fully vested

F6: On November 24, 2014, the Company awarded 12,200 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.

F7: 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.

F8: 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.

F9: 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.