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: 2020-05-29

Reporting Person: Stockunas Joseph (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-29	Common Stock	M	4875	$107.65	Acquired	20339	Direct
2020-05-29	Common Stock	M	3750	$127.67	Acquired	24089	Direct
2020-05-29	Common Stock	M	1775	$124.90	Acquired	25864	Direct
2020-05-29	Common Stock	S	10400	$186.31	Disposed	15464	Direct
2020-05-29	Common Stock	S	514	$186.55	Disposed	14950	Direct
2020-05-29	Common Stock	S	196	$187.42	Disposed	14754	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-29	Employee Stock Options (right to buy)	$107.65	M	4875	Disposed	2026-11-21	Common Stock (6500)	Direct
2020-05-29	Employee Stock Options (right to buy)	$127.67	M	3750	Disposed	2027-11-20	Common Stock (7500)	Direct
2020-05-29	Employee Stock Options (right to buy)	$124.90	M	1775	Disposed	2028-11-26	Common Stock (7100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	279	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$165.21	2029-11-25	Common Stock (7000)	7000	Direct

Footnotes

F1: Exercise of reporting person's stock options that would otherwise expire November 21, 2026, 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 33 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 1,680 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 20, 2027, 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 26, 2028, 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 $185.50 to $186.95. 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 Savings Plan, exempt pursuant to Rule 16b-3(c).

F8: The reporting person exercised the first three installments of vested options. The remaining options will vest in 1 final installment on November 21, 2020.

F9: The reporting person exercised the first two installments of vested options. The remaining options will vest in 2 equal annual installments beginning on November 20, 2020.

F10: The reporting person exercised the first installment of vested options. The remaining options will vest in 3 equal annual installments beginning on November 26, 2020.

F11: The options vest in 4 equal annual installments beginning on November 25, 2020.