NORDSON CORP — Director's Dealing 2020

Jan 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2019-12-31

Reporting Person: Hilton Michael F (Former Director/Senior Advisor)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-31	Common Stock	F	1934	$162.84	Disposed	193672	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$71.75	2023-11-25	Common Stock (42700)	42700	Direct
Employee Stock Options (right to buy)	$79.66	2024-11-24	Common Stock (49100)	49100	Direct
Employee Stock Options (right to buy)	$70.91	2025-11-23	Common Stock (72800)	72800	Direct
Employee Stock Options (right to buy)	$107.65	2026-11-21	Common Stock (60400)	60400	Direct
Employee Stock Options (right to buy)	$127.67	2027-11-20	Common Stock (55800)	55800	Direct
Employee Stock Options (right to buy)	$124.90	2028-11-26	Common Stock (51400)	51400	Direct

Footnotes

F1: On November 26, 2018, the Company awarded 6,400 restricted shared under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shared vested on November 30, 2019. In February 2019, the Compensation Committee approved the lapse of restrictions to 4,267 of such shares upon Mr. Hilton's retirement from the Company. 1,934 of the 4,267 shares that vested December 31, 2019 were withheld to cover withholding taxes due upon vesting.

F2: All such options have fully vested.

F3: The options vest in 4 equal annual installments beginning on November 21, 2017.

F4: The options vest in 4 equal annual installments beginning on November 20, 2018.

F5: The options vest in 4 equal annual installments beginning on November 26, 2019.