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: MERK GREGORY P (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-22	Common Stock	A	797	$267.51	Acquired	20444	Direct
2021-11-23	Common Stock	F	122	$267.99	Disposed	20322	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	6543	Acquired	2031-11-22	Common Stock (6543)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28892	Indirect
Common Stock	372	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 (860)	860	Direct
Employee Stock Options (right to buy)	$201.50	2030-11-23	Common Stock (8150)	8150	Direct

Footnotes

F1: On November 22, 2021, the Company awarded 797 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 13 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan.

F3: On November 23, 2020, the Company awarded 930 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. 122 of the 310 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.

F4: The total holdings include 61 shares accrued from dividend payments through participation in the Company's Dividend Reinvestment Plan

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 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.

F10: The options vest in 4 equal annual installments beginning on November 23, 2021.

F11: On November 22, 2021, the Company awarded 6,543 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.

F12: The options vest in 4 equal annual installments beginning on November 22, 2022.