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NORDSON CORP Director's Dealing 2018

Jan 5, 2018

30481_dirs_2018-01-05_c9db3768-8613-43dd-a1b9-fe33fba26901.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: 2018-01-03

Reporting Person: PEET SHELLY (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-12-19 Common Stock G 35 Disposed 43362 Direct
2018-01-03 Common Stock S 14192 $148.81 Disposed 29170 Direct
2018-01-03 Common Stock F 977 $149.12 Disposed 28193 Direct
2018-01-04 Common Stock S 808 $150.52 Disposed 27412 Direct
2018-01-04 Common Stock I 1433 $150.18 Disposed 0 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 6 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Options (right to buy) $43.32 2020-12-07 Common Stock (5600) 5600 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 (5000) 5000 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: On each of December 19, 2017 and December 20, 2017, the reporting person made a gift of shares for a cumulative total of 35 shares gifted. For tax purposes, the value date of the shares delivered is each respective date a gift was made.

F2: 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 $148.60 to $149.10. 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.

F3: Shares withheld to cover withholding taxes due upon settlement of the performance share units that were reported on December 4, 2017. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F4: 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 $150.40 to $150.59. 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.

F5: The holdings include 27 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.

F6: 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).

F7: Balance as of January 4, 2018.

F8: 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).

F9: All such options have fully vested.

F10: 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.

F11: 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.

F12: 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.

F13: 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.