Sec Form 4 Filing - Hilton Michael F @ NORDSON CORP - 2018-01-03

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
Hilton Michael F
2. Issuer Name and Ticker or Trading Symbol
NORDSON CORP [ NDSN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
28601 CLEMENS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
01/03/2018
(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 01/03/2018 F 10,825 D $ 149.12 221,916 D ( 1 )
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) $ 43.32 ( 2 ) 12/07/2020 Common Stock 50,000 50,000 D
Employee Stock Options (right to buy) $ 43.73 ( 2 ) 11/28/2021 Common Stock 55,000 55,000 D
Employee Stock Options (right to buy) $ 61.59 ( 2 ) 11/28/2022 Common Stock 43,000 43,000 D
Employee Stock Options (right to buy) $ 71.75 ( 2 ) 11/25/2023 Common Stock 42,700 42,700 D
Employee Stock Options (right to buy) $ 79.66 ( 3 ) 11/24/2024 Common Stock 49,100 49,100 D
Employee Stock Options (right to buy) $ 70.91 ( 4 ) 11/23/2025 Common Stock 72,800 72,800 D
Employee Stock Options (right to buy) $ 107.65 ( 5 ) 11/21/2026 Common Stock 60,400 60,400 D
Employee Stock Options (right to buy) $ 127.67 ( 6 ) 11/20/2027 Common Stock 55,800 55,800 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hilton Michael F
28601 CLEMENS ROAD
WESTLAKE, OH44145
X President & CEO
Signatures
Gina A. Beredo, Attorney-in-Fact 01/05/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld to cover withholding taxes due upon settlement of the performance share units that were reported on December 4, 2017. The holdings include 290 shares acquired through dividend payments and participation in the Company's Dividend Reinvestment Plan and are net of shares previously withheld or sold to cover withholding taxes.
( 2 )All such options have fully vested.
( 3 )On November 24, 2014, the Company awarded 49,100 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.
( 4 )On November 23, 2015, the Company awarded 72,800 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 23, 2016. The vested portions of such options will become exercisable upon vesting.
( 5 )On November 21, 2016, the Company awarded 60,400 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 21, 2017. The vested portions of such options will become exercisable upon vesting.
( 6 )On November 20, 2017, the Company awarded 55,800 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 20, 2018. The vested portions of such options will become exercisable upon vesting.

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