NORDSON CORP — Director's Dealing 2020

Sep 1, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2020-08-28

Reporting Person: THAXTON GREGORY A (Former EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-28	Common Stock	F	262	$187.96	Disposed	50260	Direct
2020-08-28	Common Stock	F	676	$187.96	Disposed	49584	Direct
2020-08-28	Common Stock	F	1154	$187.96	Disposed	48430	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1421	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$107.65	2025-08-28	Common Stock (14000)	14000	Direct
Employee Stock Options (right to buy)	$127.67	2025-08-28	Common Stock (12500)	12500	Direct
Employee Stock Options (right to buy)	$124.90	2025-08-28	Common Stock (11800)	11800	Direct
Employee Stock Options (right to buy)	$165.21	2025-08-28	Common Stock (11900)	11900	Direct

Footnotes

F1: On November 20, 2017, the Company awarded 1,600 restricted shared under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. Two-thirds of the restricted shares vested on November 20, 2018 and November 30, 2019. Mr. Thaxton retired from the Company effective August 28, 2020 and upon his retirement the remaining unvested restricted stock was prorated and immediately lapsed. 45 shares were forfeited and 217 of the 489 prorated shares were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F2: The total holdings include 56 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan. The balance has been reduced by 3,600 shares to reflect over-reporting of target/award performance shares in January 2020.

F3: On November 26, 2018, the Company awarded 1,500 restricted shared under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on November 30, 2019. Mr. Thaxton retired from the Company effective August 28, 2020 and upon his retirement the remaining unvested restricted stock was prorated and immediately lapsed. 417 shares were forfeited and 259 of the 583 prorated shares were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F4: On November 25, 2019, the Company awarded 1,340 restricted shared under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shares are scheduled to vest on each November 30, 2020, 2021, and 2022. Mr. Thaxton retired from the Company effective August 28, 2020. Due to Mr. Thaxton's over 30 years of service to the Company, the Compensation Committee waived the forfeiture of his November 25, 2019 award, which would have normally been forfeited due to this retiring prior to the first vesting of the restricted shares. Therefore, upon his retirement the unvested restricted stock was prorated and immediately lapsed. 1,005 shares were forfeited and 149 of the 335 prorated shares were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F5: 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).

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

F7: Mr. Thaxton retired from the Company effective August 28, 2020. Therefore, pursuant to notice at the time of the award, the expiration of these options changes from the 10th anniversary of the grant date (originally expiring on 11/21/2026) to the 5th anniversary of the retirement date.

F8: The options vest in 4 equal annual installments beginning on November 20, 2018.

F9: Mr. Thaxton retired from the Company effective August 28, 2020. Therefore, pursuant to notice at the time of the award, the expiration of these options changes from the 10th anniversary of the grant date (originally expiring on 11/20/2027) to the 5th anniversary of the retirement date.

F10: The options vest in 4 equal annual installments beginning on November 30, 2019.

F11: Mr. Thaxton retired from the Company effective August 28, 2020. Therefore, pursuant to notice at the time of the award, the expiration of these options changes from the 10th anniversary of the grant date (originally expiring on 11/26/2028) to the 5th anniversary of the retirement date.

F12: Mr. Thaxton retired from the Company effective August 28, 2020. Due to Mr. Thaxton's over 30 years of service to the Company, the Compensation Committee waived the forfeiture of his November 2019 stock options award, which would have normally been forfeited due to his retiring prior to the first vesting of the options. Therefore, the options vest in 4 equal annual installments beginning on November 30, 2020.

F13: Mr. Thaxton retired from the Company effective August 28, 2020. Therefore, pursuant to notice at the time of the award, the expiration of these options changes from the 10th anniversary of the grant date (originally expiring on 11/25/2029) to the 5th anniversary of the retirement date.