Sec Form 4 Filing - THAXTON GREGORY A @ NORDSON CORP - 2016-08-25

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
THAXTON GREGORY A
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, CFO
(Last) (First) (Middle)
28601 CLEMENS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
08/25/2016
(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 Stock 08/25/2016 S 8,121 D $ 99 38,023 D ( 1 )
Common Stock 1,374 I By Company ESOP Plan ( 2 )
Common Stock 7,180 I By Company Savings Plan ( 3 )
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 Options (right to buy) $ 26.46 ( 4 ) 12/05/2017 Common Stock 3,200 3,200 D
Employee Stock Options (right to buy) $ 14.37 ( 4 ) 12/04/2018 Common Stock 13,100 7,475 D
Employee Stock Options (right to buy) $ 27.26 ( 4 ) 12/03/2019 Common Stock 11,250 11,250 D
Employee Stock Options (right to buy) $ 43.32 ( 4 ) 12/07/2020 Common Stock 11,400 11,400 D
Employee Stock Options (right to buy) $ 43.73 ( 4 ) 11/28/2021 Common Stock 13,000 13,000 D
Employee Stock Options (right to buy) $ 61.59 ( 5 ) 11/28/2022 Common Stock 11,000 11,000 D
Employee Stock Options (right to buy) $ 71.75 ( 6 ) 11/25/2023 Common Stock 11,000 11,000 D
Employee Stock Options (right to buy) $ 79.66 ( 7 ) 11/24/2024 Common Stock 12,200 12,200 D
Employee Stock Options (right to buy) $ 70.91 ( 8 ) 11/23/2025 Common Stock 17,200 17,200 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
THAXTON GREGORY A
28601 CLEMENS ROAD
WESTLAKE, OH44145
Senior Vice President, CFO
Signatures
Robert E. Veillette, Attorney-In-Fact 08/26/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The holdings include 80 shares acquired through dividend payments and are net of shares previously withheld or sold to cover withholding taxes.
( 2 )Represents the number of shares attributable to the reporting person's participation in the Company's Employee Stock Ownership Plan, exempt pursuant to Rule 16b-3(c). The reporting person disclaims beneficial ownership of these securities.
( 3 )Represents the number of shares attributable to the reporting person's participation in the Company's Savings Plan, exempt pursuant to Rule 16b-3(c). The reporting person disclaims beneficial ownership of these securities.
( 4 )All such options have fully vested
( 5 )On November 28, 2012, the Company awarded 11,000 stock options under the Company's Long-Term Performance Plan. The options vest in 4 equal annual installments beginning on November 28, 2013. The vested portions of such options will become exercisable upon vesting.
( 6 )On November 25, 2013, the Company awarded11,000 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 25, 2014. The vested portions of such options will become exercisable upon vesting.
( 7 )On November 24, 2014, the Company awarded 12,200 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 24, 2015. The vested portions of such options will become exercisable upon vesting.
( 8 )On November 23, 2015, the Company awarded 17,200 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 23, 2016. The vested portions of such options will become exercisable upon vesting.

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