Pembroke Jeffrey A Form 4 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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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)
01/07/2022

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	03/30/2022		F		8(1)	D	$229.91	13,945(2)	D
Common Stock								143(3)	I	By 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
Employee Stock Options (right to buy)	$79.66							(4)	11/24/2024	Common Stock	1,800		1,800	D
Employee Stock Options (right to buy)	$70.91							(4)	11/23/2025	Common Stock	3,200		3,200	D
Employee Stock Options (right to buy)	$107.65							(4)	11/21/2026	Common Stock	6,500		6,500	D
Employee Stock Options (right to buy)	$127.67							(4)	11/20/2027	Common Stock	8,400		8,400	D
Employee Stock Options (right to buy)	$124.9							(5)	11/26/2028	Common Stock	8,300		8,300	D
Employee Stock Options (right to buy)	$165.21							(6)	11/25/2029	Common Stock	8,800		8,800	D
Employee Stock Options (right to buy)	$138.59							(7)	03/30/2030	Common Stock	860		860	D
Employee Stock Options (right to buy)	$201.5							(8)	11/23/2030	Common Stock	8,150		8,150	D
Employee Stock Options (right to buy)	$267.51							(9)	11/22/2031	Common Stock	7,231		7,231	D

Explanation of Responses:

1. On March 30, 2020, the Company awarded 96 restricted shares under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shared vest on each March 30, 2021, 2022, and 2023. 8 of the 32 shares that vested March 30, 2022 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.

2. The total holdings reflect a decrease of 2,000 shares because the target/award originally reported on November 28, 2018 was not earned. On November 26, 2018, the Company awarded 2,000 performance shares under the Company's Amended and Restated 2012 Stock Incentive and Award Plan, contingent upon the achievement of performance measures over a 3-year performance period (2019-2021) with settlement in January 2022. The Company did not reach the threshold performance measure and therefore zero performance shares vested.

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. All such options have fully vested.

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

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

7. The options vest in 4 equal annual installments beginning on March 30, 2021.

8. The options vest in 4 equal annual installments beginning on November 23, 2021.

9. The options vest in 4 equal annual installments beginning on November 22, 2022.

Remarks:

	Jennifer L. McDonough on behalf of Jeffrey A. Pembroke	04/01/2022
	** Signature of Reporting Person	Date
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