Sec Form 4 Filing - MERK GREGORY P @ NORDSON CORP - 2019-02-28

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)
Executive Vice President
(Last) (First) (Middle)
28601 CLEMENS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2019
(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 02/28/2019 A 6,408 ( 1 ) A $ 135.76 65,390 ( 2 ) ( 3 ) D
Common Stock 367 ( 4 ) I By Company Savings 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 Options (right to buy) $ 43.32 ( 5 ) 12/07/2020 Common Stock 9,000 9,000 D
Employee Stock Options (right to buy) $ 43.73 ( 5 ) 11/28/2021 Common Stock 10,000 10,000 D
Employee Stock Options (right to buy) $ 61.59 ( 5 ) 11/28/2022 Common Stock 7,600 7,600 D
Employee Stock Options (right to buy) $ 71.75 ( 5 ) 11/25/2023 Common Stock 7,600 7,600 D
Employee Stock Options (right to buy) $ 79.66 ( 5 ) 11/24/2024 Common Stock 8,300 8,300 D
Employee Stock Options (right to buy) $ 70.91 ( 6 ) 11/23/2025 Common Stock 13,400 13,400 D
Employee Stock Options (right to buy) $ 107.65 ( 7 ) 11/21/2026 Common Stock 10,000 10,000 D
Employee Stock Options (right to buy) $ 127.67 ( 8 ) 11/20/2027 Common Stock 9,000 9,000 D
Employee Stock Options (right to buy) $ 124.9 ( 9 ) 11/26/2028 Common Stock 8,800 8,800 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MERK GREGORY P
28601 CLEMENS ROAD
WESTLAKE, OH44145
Executive Vice President
Signatures
Gina A. Beredo 03/01/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 28, 2019, the Company awarded 6,408 restricted shares under the Company's 2012 Stock Incentive and Award Plan, all of which will vest on February 28, 2021.
( 2 )The total holdings include 74 shares accrued from dividend payments through participation in the Directors Deferred Compensation Plan and pursuant to the Company's Dividend Reinvestment Plan.
( 3 )Based on a review of records, it has been determined that the number of common shares directly owned by the reporting person was overstated on the Form 4 filed on January 3 because 379 common shares held indirectly were mistakenly included in the total of directly held common shares. The total number of common shares directly held has been corrected on this Form 4.
( 4 )Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).
( 5 )All such options have fully vested.
( 6 )The options vest in 4 equal annual installments beginning on November 23, 2016.
( 7 )The options vest in 4 equal annual installments beginning on November 21, 2017.
( 8 )The options vest in 4 equal annual installments beginning on November 20, 2018.
( 9 )The options vest in 4 equal annual installments beginning on November 26, 2019.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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