NORDSON CORP — Director's Dealing 2020

Jun 1, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2020-05-28

Reporting Person: KEANE JOHN J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-28	Common Stock	M	11500	$71.75	Acquired	67531	Direct
2020-05-28	Common Stock	M	12500	$79.66	Acquired	80031	Direct
2020-05-28	Common Stock	M	17200	$70.91	Acquired	97231	Direct
2020-05-28	Common Stock	S	41200	$182.87	Disposed	56031	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-28	Employee Stock Options (right to buy)	$71.75	M	11500	Disposed	2023-11-25	Common Stock (11500)	Direct
2020-05-28	Employee Stock Options (right to buy)	$79.66	M	12500	Disposed	2024-11-24	Common Stock (12500)	Direct
2020-02-28	Employee Stock Options (right to buy)	$70.91	M	17200	Disposed	2025-11-23	Common Stock (17200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	911	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$107.65	2026-11-21	Common Stock (14000)	14000	Direct
Employee Stock Options (right to buy)	$127.67	2027-11-20	Common Stock (12500)	12500	Direct
Employee Stock Options (right to buy)	$124.90	2028-11-26	Common Stock (11700)	11700	Direct
Employee Stock Options (right to buy)	$165.21	2029-11-25	Common Stock (11900)	11900	Direct

Footnotes

F1: Exercise of reporting person's stock options that would otherwise expire November 25, 2023, 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.

F2: The total holdings include 56 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan.

F3: The balance has been reduced by 3,600 shares to reflect over-reporting of target/award performance shares in January 2020.

F4: Exercise of reporting person's stock options that would otherwise expire November 24, 2024, 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.

F5: Exercise of reporting person's stock options that would otherwise expire November 25, 2025, 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: 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 $181.00 to $185.22. 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.

F7: 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).

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