Sec Form 4 Filing - Lovass Stephen @ NORDSON CORP - 2020-01-03

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
Lovass Stephen
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)
01/03/2020
(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 01/03/2020 A 1,454 ( 1 ) A $ 0 7,516 ( 2 ) D
Common Stock 01/03/2020 F 468 ( 3 ) D $ 164.06 7,048 D
Common Stock 180 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) $ 107.65 ( 4 )( 5 ) 11/21/2026 Common Stock 4,880 4,880 D
Employee Stock Options (right to buy) $ 127.67 ( 4 )( 6 ) 11/20/2027 Common Stock 5,000 5,000 D
Employee Stock Options (right to buy) $ 124.9 ( 6 ) 11/26/2028 Common Stock 5,000 5,000 D
Employee Stock Options (right to buy) $ 165.21 ( 7 ) 11/25/2029 Common Stock 5,640 5,640 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lovass Stephen
28601 CLEMENS ROAD
WESTLAKE, OH44145
Executive Vice President
Signatures
Gina A. Beredo 01/07/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares issued in connection with settlement of performance award based upon achievement of performance measures for period 2017-2019.
( 2 )The total holdings include an adjustment of 254 shares, which is the difference between the 1,200 performance shares awarded at target and reported on November 28, 2016 and the 1,454 shares earned as reported herein. Due to the fact that Nordson reports performance share at target upon award, making this adjustment upon reporting person's first reporting of performance settlement since becoming an insider is necessary to reflect the current number of common shares directly owned by the reporting person.
( 3 )Shares withheld to cover withholding taxes due upon settlement of the performance award for period 2017-2019.
( 4 )The options vest in 4 equal annual installments beginning on November 20, 2018.
( 5 )The options vest in 4 equal annual installments beginning on November 21, 2017.
( 6 )The options vest in 4 equal annual installments beginning on November 26, 2019.
( 7 )The options vest in 4 equal annual installments beginning on November 25, 2020.

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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