NORDSON CORP — Director's Dealing 2019

Dec 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2019-11-30

Reporting Person: Lovass Stephen (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-30	Common Stock	F	59	$165.83	Disposed	7390	Direct
2019-11-30	Common Stock	F	69	$165.83	Disposed	7321	Direct
2019-11-30	Common Stock	F	59	$165.83	Disposed	7262	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	180	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$107.65	2026-11-21	Common Stock (4880)	4880	Direct
Employee Stock Options (right to buy)	$127.67	2027-11-20	Common Stock (5000)	5000	Direct
Employee Stock Options (right to buy)	$124.90	2028-11-26	Common Stock (5000)	5000	Direct
Employee Stock Options (right to buy)	$165.21	2029-11-25	Common Stock (5640)	5640	Direct

Footnotes

F1: On November 21, 2016, the Company awarded 600 restricted shared under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shared vest on each November 21, 2017 and 2018, and November 30, 2019. 59 of the 200 shares that vested November 30, 2019 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F2: On November 20, 2017, the Company awarded 500 restricted shared under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shared vest on each November 20, 2018, November 30, 2019, and November 30, 2020. 69 of the 233 shares that vested November 30, 2019 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F3: On November 26, 2018, the Company awarded 600 restricted shared under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shared vest on each November 30, 2019, November 30, 2020, and November 30, 2021. 59 of the 200 shares that vested November 30, 2019 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F4: Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).

F5: The options vest in 4 equal annual installments beginning on November 21, 2017.

F6: The options vest in 4 equal annual installments beginning on November 20, 2018.

F7: The options vest in 4 equal annual installments beginning on November 26, 2019.

F8: The options vest in 4 equal annual installments beginning on November 25, 2020.