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NORDSON CORP Director's Dealing 2018

Jan 5, 2018

30481_dirs_2018-01-05_4ef29a09-48cb-4ea9-b3a2-4970624bfde9.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: DeVries James E (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-12-22 Common Stock G 600 Disposed 41428 Direct
2018-01-03 Common Stock F 1006 $149.12 Disposed 40422 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) $14.37 2018-12-04 Common Stock (5800) 5800 Direct
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: On December 22, 2017, the reporting person made a gift of 600 shares. For tax purposes, the value date of the shares delivered is the date a gift was made.

F2: Shares withheld to cover withholding taxes due upon settlement of the performance share units that were reported on December 4, 2017. The holdings include 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.