Sec Form 4 Filing - Beredo Gina A. @ NORDSON CORP - 2021-05-26

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
Beredo Gina 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)
Exec. VP, Gen. Counsel & Sec.
(Last) (First) (Middle)
28601 CLEMENS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/26/2021
(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 05/26/2021 M 1,900 ( 1 ) A $ 107.65 8,915 D
Common Stock 05/26/2021 M 3,300 ( 2 ) A $ 127.67 12,215 D
Common Stock 05/26/2021 M 2,550 ( 3 ) A $ 124.9 14,765 D
Common Stock 05/26/2021 M 1,543 ( 4 ) A $ 165.21 16,308 D
Common Stock 05/26/2021 S 9,293 D $ 214.18 ( 5 ) 7,015 D
Common Stock 290 ( 6 ) 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 05/26/2021 M 1,900 ( 7 ) 11/21/2026 Common Stock 1,900 $ 214.18 0 D
Employee Stock Options (right to buy) $ 127.67 05/27/2021 M 3,300 ( 8 ) 11/20/2027 Common Stock 4,400 $ 214.18 1,100 D
Employee Stock Options (right to buy) $ 124.9 05/26/2021 M 2,550 ( 9 ) 11/26/2028 Common Stock 5,100 $ 214.18 2,550 D
Employee Stock Options (right to buy) $ 165.21 05/26/2021 M 1,543 ( 10 ) 11/25/2029 Common Stock 6,175 $ 214.18 4,632 D
Employee Stock Options (right to buy) $ 201.5 ( 11 ) 11/23/2030 Common Stock 5,200 5,200 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Beredo Gina A.
28601 CLEMENS ROAD
WESTLAKE, OH44145
Exec. VP, Gen. Counsel & Sec.
Signatures
Joseph P. Kelley 05/28/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Exercise of reporting person's stock options that would otherwise expire November 21, 2026, 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.
( 2 )Exercise of reporting person's stock options that would otherwise expire November 20, 2027, 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 )Exercise of reporting person's stock options that would otherwise expire November 26, 2028, 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.
( 4 )Exercise of reporting person's stock options that would otherwise expire November 25, 2029, 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.
( 5 )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 $214.00 to $214.65. The reporting 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.
( 6 )Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).
( 7 )All such options have fully vested.
( 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 )The options vest in 4 equal annual installments beginning on November 23, 2021.

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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