NORDSON CORP — Director's Dealing 2021

Mar 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2021-03-12

Reporting Person: PEET SHELLY (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-12	Common Stock	S	1191	$200.27	Disposed	27693	Direct
2021-03-15	Common Stock	M	9100	$70.91	Acquired	36793	Direct
2021-03-15	Common Stock	S	9100	$206.87	Disposed	27693	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-15	Employee Stock Options (right to buy)	$70.91	M	9100	Disposed	2025-11-23	Common Stock (9100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$107.65	2026-11-21	Common Stock (6600)	6600	Direct
Employee Stock Options (right to buy)	$127.67	2027-11-20	Common Stock (6500)	6500	Direct
Employee Stock Options (right to buy)	$124.90	2028-11-26	Common Stock (6100)	6100	Direct
Employee Stock Options (right to buy)	$165.21	2029-11-25	Common Stock (6175)	6175	Direct
Employee Stock Options (right to buy)	$201.50	2030-11-23	Common Stock (5200)	5200	Direct

Footnotes

F1: The total holdings include 57 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan.

F2: Exercise of reporting person's stock options that would otherwise expire November 23, 2025, of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale.

F3: Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $206.21 to $208.00. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.

F4: All such options have fully vested.

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