Sec Form 4 Filing - THAXTON GREGORY A @ NORDSON CORP - 2015-10-07

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
Senior Vice President, CFO
(Last) (First) (Middle)
28601 CLEMENS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
10/07/2015
(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 Shares 10/07/2015 M 5,625 A $ 14.37 19,447 D ( 1 )
Common Shares 10/07/2015 S 5,625 D $ 67.72 13,822 D ( 1 ) ( 2 )
Common Shares 04/07/2015 G V 66 D $ 0 13,756 D ( 3 )
Common Shares 5,671 I Company ESOP and 401(k) Plans ( 5 )
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
Share Equivalent Unit $ 0 10/07/2015( 4 ) J V 314 ( 4 ) ( 5 ) ( 5 ) Common Shares 314 $ 0 25,758 D
Employee Stock Option (right to buy) $ 26.46 ( 6 ) 12/05/2017 Common Shares 4,800 4,800 D
Employee Stock Option (right to buy) $ 14.37 10/07/2015 M 5,625 ( 6 ) 12/04/2018 Common Shares 13,100 $ 0 7,475 D
Employee Stock Option (right to buy) $ 27.26 ( 6 ) 12/03/2019 Common Shares 11,250 11,250 D
Employee Stock Option (right to buy) $ 43.32 ( 6 ) 12/07/2020 Common Shares 11,400 11,400 D
Employee Stock Option (right to buy) $ 43.73 ( 7 ) 11/28/2021 Common Shares 13,000 13,000 D
Employee Stock Option (right to buy) $ 61.59 ( 8 ) 11/28/2022 Common Shares 11,000 11,000 D
Employee Stock Option (right to buy) $ 71.75 ( 9 ) 11/25/2023 Common Shares 11,000 11,000 D
Employee Stock Option (right to buy) $ 79.66 ( 10 ) 11/24/2024 Common Shares 12,200 12,200 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
THAXTON GREGORY A
28601 CLEMENS ROAD
WESTLAKE, OH44145
Senior Vice President, CFO
Signatures
Robert E. Veillette, Attorney-In-Fact 10/09/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Exercise of reporting person's stock options 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. The holdings are net of shares previously withheld or sold to cover withholding taxes.
( 2 )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 $67.52 to $67.85. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the S ecurities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price. The holdings are net of shares previously withheld or sold to cover withholding taxes.
( 3 )On April 7, 2015, the reporting person made a gift of 66 shares. For tax purposes, the value date of the shares delivered is April 7, 2015.
( 4 )Share equivalent units accrued through dividend payments.
( 5 )Share equivalent units acquired through deferral of performance shares awarded under the 2012 Stock Incentive and Award Plan. Deferrals are made to the Nordson Stock Measurement Fund of the Plan. Share equivalent units are settled in common shares at reporting person's termination of employment or retirement subject to delayed distribution rules of Internal Revenue Code Section 409(A).
( 6 )All such options have fully vested
( 7 )On November 28, 2011, the Company granted 13,000 stock options under the Company's Long-Term Performance Plan. The options vest in 4 equal annual installments beginning on November 28, 2012. The vested portions of such options will become exercisable upon vesting.
( 8 )On November 28, 2012, the Company granted 11,000 stock options under the Company's Long-Term Performance Plan. The options vest in 4 equal annual installments beginning on November 28, 2013. The vested portions of such options will become exercisable upon vesting.
( 9 )On November 25, 2013, the Company granted 11,000 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 25, 2014. The vested portions of such options will become exercisable upon vesting.
( 10 )On November 24, 2014, the Company granted 12,200 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 24, 2015. The vested portions of such options will become exercisable upon vesting.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.