NORDSON CORP — Director's Dealing 2021

Nov 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2021-11-22

Reporting Person: NAGARAJAN SUNDARAM (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-22	Common Stock	A	3800	$267.51	Acquired	30901	Direct
2021-11-23	Common Stock	F	401	$267.99	Disposed	30500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-22	Employee Stock Options (right to buy)	$267.51	A	31000	Acquired	2031-11-22	Common Stock (31000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$165.21	2029-11-25	Common Stock (41800)	41800	Direct
Employee Stock Options (right to buy)	$201.50	2030-11-23	Common Stock (35100)	35100	Direct

Footnotes

F1: On November 22, 2021, the Company awarded 3,800 restricted share units under the Company's 2021 Stock Incentive and Award Plan. One-third of the restricted share units will vest on each November 22, 2022, 2023, and 2024, unless, with certain exceptions, the reporting person ceases to be an employee prior to the vesting date.

F2: The total holdings include 26 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan.

F3: Based on a review of records, it has been determined that the number of common shares directly owned by the reporting person was overstated on the Form 4 filed on January 7, 2021 because an additional 17 common shares were used for taxes for the reporting person's performance shares earned and settled which were not reported. The total number of common shares directly held has been corrected on this Form 4.

F4: On November 23, 2020, the Company awarded 4,100 restricted share units under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted share units vest on each November 23, 2021, 2022, and 2023. 401 of the 1,366 share units that vested November 23, 2021 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.

F5: The options vest in 4 equal annual installments beginning on November 25, 2020.

F6: The options vest in 4 equal annual installments beginning on November 23, 2021.

F7: On November 22, 2021, the Company awarded 31,000 stock options under the Company's 2021 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 22, 2022. The vested portions of such options will become exercisable upon vesting.

F8: The options vest in 4 equal annual installments beginning on November 22, 2022.