Sec Form 4 Filing - PEET SHELLY @ NORDSON CORP - 2020-10-08

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 PEET SHELLY 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) 10/08/2020 (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 01/17/2020 G 45 D $ 0 31,528 D Common Stock 06/26/2020 G 6 D $ 0 31,580 ( 1 ) D Common Stock 10/08/2020 M 5,200 ( 2 ) A $ 71.75 35,009 ( 3 ) ( 4 ) D Common Stock 10/08/2020 M 5,800 ( 5 ) A $ 79.66 40,809 D Common Stock 10/08/2020 S 11,000 D $ 201.25 ( 6 ) 29,809 D Common Stock 6 ( 7 ) 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) $ 71.75 10/08/2020 M 5,200 ( 8 ) 11/25/2023 Common Stock 5,200 $ 201.25 0 D Employee Stock Options (right to buy) $ 79.66 10/08/2020 M 5,800 ( 8 ) 11/24/2024 Common Stock 5,800 $ 201.25 0 D Employee Stock Options (right to buy) $ 70.91 ( 8 ) 11/23/2025 Common Stock 9,100 9,100 D Employee Stock Options (right to buy) $ 107.65 ( 9 ) 11/21/2026 Common Stock 6,600 6,600 D Employee Stock Options (right to buy) $ 127.67 ( 10 ) 11/20/2027 Common Stock 6,500 6,500 D Employee Stock Options (right to buy) $ 124.9 ( 11 ) 11/26/2028 Common Stock 6,100 6,100 D Employee Stock Options (right to buy) $ 165.21 ( 12 ) 11/25/2029 Common Stock 6,175 6,175 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PEET SHELLY 28601 CLEMENS ROAD WESTLAKE, OH44145 Executive Vice President Signatures Gina A. Beredo 10/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The total holdings include 58 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan. ( 2 )Exercise of reporting person's stock options that would otherwise expire November 25, 2023, 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. ( 3 )The total holdings include 29 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan. ( 4 )The balance has been reduced by 1,800 shares to reflect over-reporting of target/award performance shares in January 2020. ( 5 )Exercise of reporting person's stock options that would otherwise expire November 24, 2024, 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. ( 6 )Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $200.38 to $202.20. The reporti ng person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price. ( 7 )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). ( 8 )All such options have fully vested. ( 9 )The options vest in 4 equal annual installments beginning on November 21, 2017. ( 10 )The options vest in 4 equal annual installments beginning on November 20, 2018. ( 11 )The options vest in 4 equal annual installments beginning on November 26, 2019. ( 12 )The options vest in 4 equal annual installments beginning on November 25, 2020.

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