NORDSON CORP — Director's Dealing 2020

Apr 1, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2020-03-30

Reporting Person: Pembroke Jeffrey A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-30	Common Stock	A	193	$138.59	Acquired	23913	Direct
2020-03-30	Common Stock	A	96	$138.59	Acquired	24009	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-30	Employee Stock Options (right to buy)	$138.59	A	860	Acquired	2030-03-30	Common Stock (860)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2	Indirect
Common Stock	139	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$79.66	2024-11-24	Common Stock (3800)	3800	Direct
Employee Stock Options (right to buy)	$70.91	2025-11-23	Common Stock (7200)	7200	Direct
Employee Stock Options (right to buy)	$107.65	2026-11-21	Common Stock (6500)	6500	Direct
Employee Stock Options (right to buy)	$127.67	2027-11-20	Common Stock (8400)	8400	Direct
Employee Stock Options (right to buy)	$124.90	2028-11-26	Common Stock (8300)	8300	Direct
Employee Stock Options (right to buy)	$165.21	2029-11-25	Common Stock (8800)	8800	Direct

Footnotes

F1: On March 30, 2020, the Company awarded 193 performance shares under the Company's Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan, which represents the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets settle in January 2023. The actual number of shares earned is subject to adjustment based on actual performance.

F2: The total holdings include 4 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan. The balance has been reduced by 1,680 shares to reflect over-reporting of target/award performance shares in January 2020.

F3: On March 30, 2020, the Company awarded 96 restricted shares under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. Such shares will fully vest on March 30, 2023, unless, with certain exceptions, the reporting person ceases to be an employee prior to the vesting date.

F4: 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).

F5: Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).

F6: All such options have fully vested.

F7: The options vest in 4 equal annual installments beginning on November 21, 2017.

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

F9: The options vest in 4 equal annual installments beginning on November 26, 2019.

F10: The options vest in 4 equal annual installments beginning on November 25, 2020.

F11: On March 30, 2020, the Company awarded 860 stock options under the Company's Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on March 30, 2021. The vested portions of such options will become exercisable upon vesting.

F12: The options vest in 4 equal annual installments beginning on March 30, 2021.