Sec Form 4 Filing - Hilton Michael F @ NORDSON CORP - 2019-11-18

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
Hilton Michael F
2. Issuer Name and Ticker or Trading Symbol
NORDSON CORP [ NDSN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Senior Advisor
(Last) (First) (Middle)
28601 CLEMENS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/18/2019
(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 11/18/2019 M 15,951 A $ 61.59 215,582 D
Common Stock 11/18/2019 S 15,951 ( 1 ) D $ 164.11 199,631 D
Common Stock 11/19/2019 M 27,049 A $ 61.59 226,680 D
Common Stock 11/19/2019 S 27,049 ( 1 ) D $ 163.1 199,631 D
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) $ 61.59 11/18/2019 M 15,951 ( 2 ) 11/28/2022 Common Stock 43,000 $ 164.11 27,049 D
Employee Stock Options (right to buy) $ 61.59 11/19/2019 M 27,049 ( 2 ) 11/28/2022 Common Stock 27,049 $ 163.1 0 D
Employee Stock Options (right to buy) $ 71.75 ( 2 ) 11/25/2023 Common Stock 42,700 42,700 D
Employee Stock Options (right to buy) $ 79.66 ( 2 ) 11/24/2024 Common Stock 49,100 49,100 D
Employee Stock Options (right to buy) $ 70.91 ( 3 ) 11/23/2025 Common Stock 72,800 72,800 D
Employee Stock Options (right to buy) $ 107.65 ( 4 ) 11/21/2026 Common Stock 60,400 60,400 D
Employee Stock Options (right to buy) $ 127.67 ( 5 ) 11/20/2027 Common Stock 55,800 55,800 D
Employee Stock Options (right to buy) $ 124.9 ( 6 ) 11/26/2028 Common Stock 51,400 51,400 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hilton Michael F
28601 CLEMENS ROAD
WESTLAKE, OH44145
X Senior Advisor
Signatures
Gina A. Beredo 11/20/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Exercise of reporting person's stock options that would otherwise expire November 28, 2022, 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.
( 2 )All such options have fully vested.
( 3 )The options vest in 4 equal annual installments beginning on November 23, 2016.
( 4 )The options vest in 4 equal annual installments beginning on November 21, 2017.
( 5 )The options vest in 4 equal annual installments beginning on November 20, 2018.
( 6 )The options vest in 4 equal annual installments beginning on November 30, 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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