NORDSON CORP — Director's Dealing 2020

May 28, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2020-05-27

Reporting Person: MERK GREGORY P (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-27	Common Stock	M	2500	$43.73	Acquired	65043	Direct
2020-05-27	Common Stock	S	2500	$178.00	Disposed	62543	Direct
2020-05-28	Common Stock	M	2500	$43.73	Acquired	65043	Direct
2020-05-28	Common Stock	S	2500	$181.41	Disposed	62543	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-27	Employee Stock Options (right to buy)	$43.73	M	2500	Disposed	2021-11-28	Common Stock (5000)	Direct
2020-05-28	Employee Stock Options (right to buy)	$43.73	M	2500	Disposed	2021-11-28	Common Stock (2500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	370	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$61.59	2022-11-28	Common Stock (7600)	7600	Direct
Employee Stock Options (right to buy)	$71.75	2023-11-25	Common Stock (7600)	7600	Direct
Employee Stock Options (right to buy)	$79.66	2024-11-24	Common Stock (8300)	8300	Direct
Employee Stock Options (right to buy)	$70.91	2025-11-23	Common Stock (13400)	13400	Direct
Employee Stock Options (right to buy)	$107.65	2026-11-21	Common Stock (10000)	10000	Direct
Employee Stock Options (right to buy)	$127.67	2027-11-20	Common Stock (9000)	9000	Direct
Employee Stock Options (right to buy)	$124.90	2028-11-26	Common Stock (8800)	8800	Direct
Employee Stock Options (right to buy)	$165.21	2029-11-25	Common Stock (8800)	8800	Direct
Employee Stock Options (right to buy)	$138.59	2030-03-30	Common Stock (0)	860	Direct

Footnotes

F1: 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.

F2: 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 $181.21 to $181.59. 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.

F3: Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).

F4: All such options have fully vested.

F5: The options vest in 4 equal annual installments beginning on November 21, 2017.

F6: The options vest in 4 equal annual installments beginning on November 20, 2018.

F7: The options vest in 4 equal annual installments beginning on November 26, 2019.

F8: The options vest in 4 equal annual installments beginning on November 25, 2020.

F9: The options vest in 4 equal annual installments beginning on March 30, 2021.