Sec Form 4 Filing - KEANE JOHN J @ NORDSON CORP - 2018-11-26

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 KEANE JOHN J 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 (Last) (First) (Middle) 28601 CLEMENS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/26/2018 (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 11/26/2018 A 1,500 A $ 0 48,234 D ( 1 ) Common Stock 11/28/2018 A 3,000 A $ 0 51,340 D ( 2 ) Common Stock 898 I By Company ESOP Plan ( 3 )

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 ( 4 ) 12/07/2020 Common Stock 16,000 16,000 D Employee Stock Options (right to buy) $ 43.73 ( 4 ) 11/28/2021 Common Stock 16,000 16,000 D Employee Stock Options (right to buy) $ 61.59 ( 4 ) 11/28/2022 Common Stock 11,900 11,900 D Employee Stock Options (right to buy) $ 71.75 ( 4 ) 11/25/2023 Common Stock 11,500 11,500 D Employee Stock Options (right to buy) $ 79.66 ( 4 ) 11/24/2024 Common Stock 12,500 12,500 D Employee Stock Options (right to buy) $ 70.91 ( 5 ) 11/23/2025 Common Stock 17,200 17,200 D Employee Stock Options (right to buy) $ 107.65 ( 6 ) 11/21/2026 Common Stock 14,000 14,000 D Employee Stock Options (right to buy) $ 127.67 ( 7 ) 11/20/2027 Common Stock 12,500 12,500 D Employee Stock Options (right to buy) $ 124.9 11/26/2018 A 11,700 ( 8 ) 11/26/2028 Common Stock 11,700 $ 0 11,700 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KEANE JOHN J 28601 CLEMENS ROAD WESTLAKE, OH44145 Senior Vice President Signatures Gina A. Beredo, Attorney-in-Fact 11/28/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 26, 2018, the Company awarded 1,500 restricted shares under the Company's 2012 Stock Incentive and Award Plan. One-third of the restricted shares will vest on each of November 26, 2019, 2020 and 2021. ( 2 )On November 26, 2018, the Company awarded 3,000 performance shares under the Company's 2012 Stock Incentive and Award Plain, which represent the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets settle in January 2022. The ultimate number of shares earned is subject to adjustment based on actual performance. The holdings include 106 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. ( 3 )Represents the number of shares attributable to the reporting person's participation in the Company's Employee Stock Ownership Plan, exempt pursuant to Rule 16b-3(c). ( 4 )All such options have fully vested. ( 5 )On November 23, 2015, the Company awarded 17,200 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. ( 6 )On November 21, 2016, the Company awarded 14,000 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. ( 7 )On November 20, 2017, the Company awarded 12,500 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. ( 8 )On November 26, 2018, the Company awarded 11,700 stock options under the Company's 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 20, 2019. 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.