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: Lovass Stephen (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-30	Common Stock	A	90	$138.59	Acquired	7138	Direct
2020-03-30	Common Stock	A	181	$138.59	Acquired	7319	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	806	Acquired	2030-03-30	Common Stock (806)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	186	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$107.65	2026-11-21	Common Stock (4880)	4880	Direct
Employee Stock Options (right to buy)	$127.67	2027-11-20	Common Stock (5000)	5000	Direct
Employee Stock Options (right to buy)	$124.90	2028-11-26	Common Stock (5000)	5000	Direct
Employee Stock Options (right to buy)	$165.21	2029-11-25	Common Stock (5640)	5640	Direct

Footnotes

F1: On March 30, 2020, the Company awarded 90 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.

F2: On March 30, 2020, the Company awarded 181 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.

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

F5: The options vest in 4 equal annual installments beginning on November 20, 2018.

F6: The options vest in 4 equal annual installments beginning on November 26, 2019.

F7: The options vest in 4 equal annual installments beginning on November 25, 2020.

F8: On March 30, 2020, the Company awarded 806 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.

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