Thaxton Gregory A Form 4 NORDSON / GREGORY A THAXTON ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THAXTON GREGORY A

(Last) (First) (Middle)

28601 CLEMENS ROAD

(Street)

WESTLAKE OH 44145

(City) (State) (Zip)

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, CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/26/2020		M		11,000(1)	A	$61.59	65,094(2)	D
Common Stock	05/26/2020		S		11,000	D	$178.91(3)	54,094	D
Common Stock								1,421(4)	I	By Company ESOP 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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	$61.59	05/26/2020		M			11,000	(5)	11/28/2022	Common Stock	11,000	$178.91	0	D
Employee Stock Options (right to buy)	$71.75							(5)	11/25/2023	Common Stock	11,000		11,000	D
Employee Stock Options (right to buy)	$79.66							(5)	11/24/2024	Common Stock	12,200		12,200	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							(8)	11/26/2028	Common Stock	11,800		11,800	D
Employee Stock Options (right to buy)	$165.21							(9)	11/25/2029	Common Stock	11,900		11,900	D

Explanation of Responses:

1. Exercise of reporting person's stock options that would otherwise expire November 28, 2022, 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. The total holdings include 136 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan.

3. 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 $178.50 to $179.45. 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.

4. Represents the number of shares attributable to the reporting person's participation in the Company's Amended and Restated Non-Union Employee Stock Ownership Plan and Trust, 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 21, 2017.

7. The options vest in 4 equal annual installments beginning on November 20, 2018.

8. The options vest in 4 equal annual installments beginning on November 26, 2019.

9. The options vest in 4 equal annual installments beginning on November 25, 2020.

Remarks:

	Gina A. Beredo	05/28/2020
	** Signature of Reporting Person	Date
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