Hilton Michael F Form 4 NORDSON / Michael F Hilton 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Hilton Michael F

(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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Senior Advisor

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2019

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	11/30/2019		F		946(1)	D	$165.83	198,685	D

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)	$71.75							(2)	11/25/2023	Common Stock	42,700		42,700	D
Employee Stock Options (right to buy)	$79.66							(2)	11/24/2024	Common Stock	49,100		49,100	D
Employee Stock Options (right to buy)	$70.91							(2)	11/23/2025	Common Stock	72,800		72,800	D
Employee Stock Options (right to buy)	$107.65							(3)	11/21/2026	Common Stock	60,400		60,400	D
Employee Stock Options (right to buy)	$127.67							(4)	11/20/2027	Common Stock	55,800		55,800	D
Employee Stock Options (right to buy)	$124.9							(5)	11/26/2028	Common Stock	51,400		51,400	D

Explanation of Responses:

1. On November 26, 2018, the Company awarded 6,400 restricted shared under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shared vest on each November 30, 2019, November 30, 2020, and November 30, 2021. 946 of the 2,133 shares that vested November 30, 2019 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.

2. All such options have fully vested.

3. The options vest in 4 equal annual installments beginning on November 21, 2017.

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

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

Remarks:

	Gina A. Beredo	12/04/2019
	** Signature of Reporting Person	Date
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.