NORDSON CORP — Director's Dealing 2019

Nov 27, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2019-11-25

Reporting Person: Pembroke Jeffrey A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-25	Common Stock	A	1000	$165.21	Acquired	21936	Direct
2019-11-25	Common Stock	A	2000	$165.21	Acquired	23936	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-25	Employee Stock Options (right to buy)	$165.21	A	8800	Acquired	2029-11-25	Common Stock (8800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3	Indirect
Common Stock	139	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$71.75	2023-11-25	Common Stock (0)	0	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 (8400)	8400	Direct
Employee Stock Options (right to buy)	$124.90	2028-11-26	Common Stock (8300)	8300	Direct

Footnotes

F1: On November 25, 2019, the Company awarded 1,000 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: On November 25, 2019, the Company awarded 2,000 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.

F3: Represents the number of shares attributable to the reporting person's participation in the Company's Amended and Restated Non-Union Employee Stock Ownership Plan and Trust, exempt pursuant to Rule 16b-3(c).

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: All such options have fully vested.

F6: The options vest in 4 equal annual installments beginning on November 21, 2017.

F7: The options vest in 4 equal annual installments beginning on November 20, 2018.

F8: The options vest in 4 equal annual installments beginning on November 26, 2019.

F9: On November 25, 2019, the Company awarded 8,800 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.