Sec Form 4 Filing - Lovass Stephen @ NORDSON CORP - 2020-11-30

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)
11/30/2020
(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 11/30/2020 F 69 ( 1 ) D $ 203.81 7,875 D
Common Stock 11/30/2020 F 59 ( 2 ) D $ 203.81 7,816 D
Common Stock 11/30/2020 F 62 ( 3 ) D $ 203.81 7,754 D
Common Stock 187 ( 4 ) 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 ( 5 ) 11/21/2026 Common Stock 1,880 1,880 D
Employee Stock Options (right to buy) $ 127.67 ( 6 ) 11/20/2027 Common Stock 5,000 5,000 D
Employee Stock Options (right to buy) $ 124.9 ( 7 ) 11/26/2028 Common Stock 5,000 5,000 D
Employee Stock Options (right to buy) $ 165.21 ( 8 ) 11/25/2029 Common Stock 5,640 5,640 D
Employee Stock Options (right to buy) $ 138.59 ( 9 ) 03/30/2030 Common Stock 806 806 D
Employee Stock Options (right to buy) $ 201.5 ( 10 ) 11/23/2030 Common Stock 5,400 5,400 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 12/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 20, 2017, the Company awarded 700 restricted shared under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shared vest on each November 30, 2018, 2019, and 2020. 69 of the 234 shares that vested November 30, 2020 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.
( 2 )On November 26, 2018, the Company awarded 600 restricted shares under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shares vest on each November 30, 2019, 2020, and 2021. 59 of the 200 shares that vested November 30, 2020 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.
( 3 )On November 25, 2019, the Company awarded 630 restricted shares under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shares vest on each November 30, 2020, 2021, and 2022. 62 of the 210 shares that vested November 30, 2020 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.
( 4 )Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).
( 5 )All such options have fully vested.
( 6 )The options vest in 4 equal annual installments beginning on November 20, 2018.
( 7 )The options vest in 4 equal annual installments beginning on November 26, 2019.
( 8 )The options vest in 4 equal annual installments beginning on November 25, 2020.
( 9 )The options vest in 4 equal annual installments beginning on March 30, 2021.
( 10 )The options vest in 4 equal annual installments beginning on November 23, 2021.

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