NORDSON CORP — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2020-12-31

Reporting Person: Stockunas Joseph (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-31	Common Stock	F	83	$200.95	Disposed	13848	Direct
2020-12-31	Common Stock	F	77	$200.95	Disposed	13771	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	280	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$107.65	2025-12-31	Common Stock (1625)	1625	Direct
Employee Stock Options (right to buy)	$127.67	2025-12-31	Common Stock (3750)	3750	Direct
Employee Stock Options (right to buy)	$124.90	2025-12-31	Common Stock (5325)	5325	Direct
Employee Stock Options (right to buy)	$165.21	2025-12-31	Common Stock (7000)	7000	Direct

Footnotes

F1: On November 26, 2018, the Company awarded 900 restricted shares under the Company's Amended and Restated 2012 Stock Incentive and Award Plan.
two-thirds of the restricted shares vested on November 30, 2019 and November 30, 2020. Mr. Stockunas retired from the Company effective December 31, 2020 and upon his retirement the remaining unvested restricted stock was prorated and immediately lapsed. 92 shares were forfeited and 83 of the 208 prorated shares were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding
taxes.

F2: On November 25, 2019, the Company awarded 800 restricted shares under the Company's Amended and Restated 2012 Stock Incentive and Award Plan.
one-third of the restricted shares vested on November 30, 2020. Mr. Stockunas retired from the Company effective December 31, 2020 and upon his retirement the remaining unvested restricted stock was prorated and immediately lapsed. 341 shares were forfeited and 77 of the 193 prorated shares were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding
taxes.

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: All such options have fully vested.

F5: Mr. Stockunas retired from the Company effective December 31, 2020, therefore, pursuant to notice at the time of the award, the expiration of these options changed from the 10th anniversary of the grant date (originally expiring on November 21, 2026) to the 5th anniversary of the retirement date.

F6: The options vest in 4 equal annual installments beginning on November 20, 2018.

F7: Mr. Stockunas retired from the Company effective December 31, 2020, therefore, pursuant to notice at the time of the award, the expiration of these options changed from the 10th anniversary of the grant date (originally expiring on November 20, 2027) to the 5th anniversary of the retirement date.

F8: The options vest in 4 equal annual installments beginning on November 26, 2019.

F9: Mr. Stockunas retired from the Company effective December 31, 2020, therefore, pursuant to notice at the time of the award, the expiration of these options changed from the 10th anniversary of the grant date (originally expiring on November 26, 2028) to the 5th anniversary of the retirement date.

F10: The options vest in 4 equal annual installments beginning on November 25, 2020.

F11: Mr. Stockunas retired from the Company effective December 31, 2020, therefore, pursuant to notice at the time of the award, the expiration of these options changed from the 10th anniversary of the grant date (originally expiring on November 25, 2029) to the 5th anniversary of the retirement date.