NORDSON CORP — Director's Dealing 2019

Mar 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2018-12-20

Reporting Person: PEET SHELLY (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-20	Common Stock	G	44	$112.07	Disposed	29296	Direct
2019-01-22	Common Stock	G	40	$127.08	Disposed	32120	Direct
2019-03-11	Common Stock	G	26	$132.41	Disposed	32094	Direct
2019-03-20	Common Stock	M	1500	$43.32	Acquired	33629	Direct
2019-03-20	Common Stock	S	1500	$133.00	Disposed	32129	Direct
2019-03-21	Common Stock	M	4100	$43.32	Acquired	36229	Direct
2019-03-21	Common Stock	S	4100	$133.18	Disposed	32129	Direct
2019-03-21	Common Stock	M	6000	$43.73	Acquired	38129	Direct
2019-03-21	Common Stock	S	6000	$133.18	Disposed	32129	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-20	Employee Stock Options (right to buy)	$43.32	M	1500	Disposed	2020-12-07	Common Stock (5600)	Direct
2019-03-21	Employee Stock Options (right to buy)	$43.32	M	4100	Disposed	2020-12-07	Common Stock (5600)	Direct
2019-03-21	Employee Stock Options (right to buy)	$43.73	M	6000	Disposed	2021-11-28	Common Stock (6000)	Direct

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)	$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
Employee Stock Options (right to buy)	$124.90	2028-11-26	Common Stock (6100)	6100	Direct

Footnotes

F1: The total holdings include 41 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan.

F2: The total holdings include 35 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan.

F3: Exercise of reporting person's stock options that would otherwise expire December 7, 2020, of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale.

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 $133.0301 to $133.34. 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: Exercise of reporting person's stock options that would otherwise expire November 28, 2021, of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale.

F6: 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).

F7: All such options have fully vested.

F8: The options vest in 4 equal annual installments beginning on November 23, 2016.

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.