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: 2019-11-25

Reporting Person: Stockunas Joseph (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-25	Common Stock	A	800	$165.21	Acquired	14575	Direct
2019-11-25	Common Stock	A	1575	$165.21	Acquired	16150	Direct
2019-11-30	Common Stock	F	139	$165.83	Disposed	16011	Direct
2019-11-30	Common Stock	F	132	$165.83	Disposed	15879	Direct
2019-11-30	Common Stock	F	146	$165.83	Disposed	15733	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-15	Employee Stock Options (right to buy)	$165.21	A	7000	Acquired	2029-11-25	Common Stock (7000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	278	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$71.75	2023-11-25	Common Stock (3200)	3200	Direct
Employee Stock Options (right to buy)	$79.66	2024-11-24	Common Stock (3800)	3800	Direct
Employee Stock Options (right to buy)	$70.91	2025-11-23	Common Stock (7200)	7200	Direct
Employee Stock Options (right to buy)	$107.65	2026-11-21	Common Stock (6500)	6500	Direct
Employee Stock Options (right to buy)	$127.67	2027-11-20	Common Stock (7500)	7500	Direct
Employee Stock Options (right to buy)	$124.90	2028-11-26	Common Stock (7100)	7100	Direct

Footnotes

F1: On November 25, 2019, the Company awarded 800 restricted stock under the Company's Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan. Such shares will fully vest on November 30, 2022, unless, with certain exceptions, the reporting person ceases to be an employee prior to the vesting date.

F2: The total holdings include 18 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan.

F3: On November 25, 2019, the Company awarded 1,575 performance shares under the Company's Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan, which represents the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets settle in January 2023. The actual number of shares earned is subject to adjustment based on actual performance.

F4: On November 21, 2016, the Company awarded 840 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. 139 of the 280 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.

F5: On November 20, 2017, the Company awarded 850 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. 132 of the 283 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.

F6: On November 26, 2018, the Company awarded 900 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. 146 of the 300 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.

F7: Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).

F8: All such options have fully vested.

F9: The options vest in 4 equal annual installments beginning on November 21, 2017.

F10: The options vest in 4 equal annual installments beginning on November 20, 2018.

F11: The options vest in 4 equal annual installments beginning on November 26, 2019.

F12: On November 25, 2019, the Company awarded 7,000 stock options under the Company's Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 25, 2020. The vested portions of such options will become exercisable upon vesting.