Pembroke Jeffrey A Form 4/A NORDSON / Jeffrey A Pembroke 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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X

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^*

Pembroke Jeffrey 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

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/03/2023

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
NDSN	11/01/2023		J		211(1)	D	$211.52	16,433	D
NDSN	11/01/2023		F		267(2)	D	$211.52	16,166	D
NDSN								146(3)	I	Company Savings 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
NDSN	$267.51							11/22/2022	10/31/2028(4)	NDSN	7,231		7,231	D
NDSN	$201.5							11/23/2021	10/31/2028(4)	NDSN	8,150		8,150	D
NDSN	$138.59							03/30/2021	10/31/2028(4)	NDSN	860		860	D
NDSN	$165.21							11/25/2020	10/31/2028(4)	NDSN	8,800		8,800	D
NDSN	$124.9							11/26/2019	10/31/2028(4)	NDSN	8,300		8,300	D
NDSN	$127.67							11/20/2018	11/20/2027(5)	NDSN	8,400		8,400	D
NDSN	$107.65							11/21/2017	11/21/2026(5)	NDSN	6,500		6,500	D

Explanation of Responses:

1. Represents additional restricted share units forfeited upon the reporting person retirement purusant to the Company's stock plan.

2. Represents restricted share units withheld to cover withholding taxes due to vesting upon retirement.

3. Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).

4. Pursuant to the Company's stock plan, the expiration date of the stock options changed from the 10th anniversary of the grant date to the 5th anniversary of the retirement date of the reporting person.

5. Expiration date of stock options did not change upon retirement of reporting person. Holding reported to evidence total derivative holdings of reporting person upon retirment.

Remarks:

Form 4 filed on November 3, 2023 to include addtional restricted share units forfeited or withheld to cover withholding taxes upon retirement. It is also amended to include revised expiration dates of certain outstanding stock options due to the retirement of the reporting person.

	Jennifer L. McDonough on behalf of Jeffrey A. Pembroke	11/09/2023
	** 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).
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