Sec Form 4 Filing - MERK GREGORY P @ NORDSON CORP - 2014-03-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MERK GREGORY P
2. Issuer Name and Ticker or Trading Symbol
NORDSON CORP [ NDSN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last) (First) (Middle)
28601 CLEMENS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/14/2014
(Street)
WESTLAKE, OH44145
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 03/14/2014 M 3,600 A $ 18.46 35,176 ( 1 ) D
Common Shares 03/14/2014 M 2,400 A $ 19.25 37,576 ( 1 ) D
Common Shares 03/14/2014 S 6,000 D $ 70.09 ( 2 ) ( 3 ) 31,576 ( 1 ) D
Common Shares 72 ( 4 ) I Company 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 18.46 03/14/2014 M 3,600 12/09/2009 12/09/2014 Common Shares 3,600 $ 0 0 D
Employee Stock Option (right to buy) $ 19.25 03/14/2014 M 2,400 12/07/2010 12/07/2015 Common Shares 2,400 $ 0 0 D
Share Equivalent Units ( 5 ) ( 5 ) ( 5 ) Common Shares ( 5 ) 640 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MERK GREGORY P
28601 CLEMENS ROAD
WESTLAKE, OH44145
Senior Vice President
Signatures
Robert E. Veillette, Attorney-In-Fact 03/18/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 861 shares acquired through participation in the Company's Dividend Reinvestment Plan.
( 2 )This transaction was executed in multiple trades at prices ranging from $70.04 to $70.18.
( 3 )The price reported above reflects the weighted average sale price. The reporting person will provide upon request to the SEC staff, Nordson Corporation or a shareholder of Nordson Corporation full information regarding the number of shares and prices at which each transaction was effected.
( 4 )Balance as of January 21, 2014.
( 5 )Share equivalent units acquired through deferral of performance shares awarded under the Amended and Restated 2004 Long Term Performance Plan. Deferrals are made to the Nordson Stock Measurement Fund of the Amended and Restated 2005 Deferred Compensation Plan. Share equivalent units are settled in common shares at reporting person's termination of employment or retirement subject to delayed distribution rules of Internal Revenue Code Section 409(A).

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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