Sec Form 4 Filing - THAXTON GREGORY A @ 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
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)
Executive Vice President, CFO
(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 4,363 ( 1 ) A $ 0 58,321 D
Common Stock 01/03/2020 F 1,322 ( 2 ) D $ 164.06 56,999 D
Common Stock 7,293 ( 3 ) I By Company Savings Plan
Common Stock 1,417 ( 4 ) I By Company ESOP 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) $ 43.73 ( 5 ) 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 ( 5 ) 11/25/2023 Common Stock 11,000 11,000 D
Employee Stock Options (right to buy) $ 79.66 ( 5 ) 11/24/2024 Common Stock 12,200 12,200 D
Employee Stock Options (right to buy) $ 70.91 ( 5 ) 11/23/2025 Common Stock 17,200 17,200 D
Employee Stock Options (right to buy) $ 107.65 ( 6 ) 11/21/2026 Common Stock 14,000 14,000 D
Employee Stock Options (right to buy) $ 127.67 ( 7 ) 11/20/2027 Common Stock 12,500 12,500 D
Employee Stock Options (right to buy) $ 124.9 ( 8 ) 11/26/2028 Common Stock 11,800 11,800 D
Employee Stock Options (right to buy) $ 165.21 ( 9 ) 11/25/2029 Common Stock 11,900 11,900 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
THAXTON GREGORY A
28601 CLEMENS ROAD
WESTLAKE, OH44145
Executive Vice President, CFO
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 )Shares withheld to cover withholding taxes due upon settlement of the performance award for period 2017-2019.
( 3 )Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).
( 4 )Represents the number of shares attributable to the reporting person's participation in the Company's Amended and Restated Non-Union Employee Stock Ownership Plan and Trust, exempt pursuant to Rule 16b-3(c).
( 5 )All such options have fully vested.
( 6 )The options vest in 4 equal annual in stallments beginning on November 21, 2017.
( 7 )The options vest in 4 equal annual installments beginning on November 20, 2018.
( 8 )The options vest in 4 equal annual installments beginning on November 26, 2019.
( 9 )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).
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