Sec Form 4 Filing - MERK GREGORY P @ NORDSON CORP - 2020-03-30

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) 03/30/2020 (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 03/30/2020 A 96 ( 1 ) A $ 138.59 62,350 ( 2 ) ( 3 ) D Common Stock 03/30/2020 A 193 ( 4 ) A $ 138.59 62,543 D Common Stock 370 ( 5 ) 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) $ 43.73 ( 6 ) 11/28/2021 Common Stock 0 5,000 D Employee Stock Options (right to buy) $ 61.59 ( 6 ) 11/28/2022 Common Stock 7,600 7,600 D Employee Stock Options (right to buy) $ 71.75 ( 6 ) 11/25/2023 Common Stock 7,600 7,600 D Employee Stock Options (right to buy) $ 79.66 ( 6 ) 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 Employee Stock Options (right to buy) $ 165.21 ( 10 ) 11/25/2029 Common Stock 8,800 8,800 D Employee Stock Options (right to buy) $ 138.59 03/30/2020 A 860 ( 11 ) ( 12 ) 03/30/2030 Common Stock 0 $ 0 860 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 04/01/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 30, 2020, the Company awarded 96 restricted shares under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. Such shares will fully vest on March 30, 2023, unless, with certain exceptions, the reporting person ceases to be an employee prior to the vesting date. ( 2 )The total holdings include 96 shares accrued from dividend payments through participation in the Company's Divide nd Reinvestment PlanThe total holdings include 26 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan. ( 3 )The balance has been reduced by 2,700 shares to reflect over-reporting of target/award performance shares in January 2020. ( 4 )On March 30, 2020, the Company awarded 193 performance shares under the Company's Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan, which represents the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets settle in January 2023. The actual number of shares earned is subject to adjustment based on actual performance. ( 5 )Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c). ( 6 )All such options have fully vested. ( 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. ( 10 )The options vest in 4 equal annual installments beginning on November 25, 2020. ( 11 )On March 30, 2020, the Company awarded 860 stock options under the Company's Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on March 30, 2021. The vested portions of such options will become exercisable upon vesting. ( 12 )The options vest in 4 equal annual installments beginning on March 30, 2021.

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