Nordson (NDSN) 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

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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^*

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
X	Officer (give title below)	Other (specify below)
President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2019

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	04/02/2019		F		1,102(1)	D	$136.45	232,437(2)	D
Common Stock	04/02/2019		F		1,982(3)	D	$136.45	230,455	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)	$61.59							(4)	11/28/2022	Common Stock	43,000		43,000	D
Employee Stock Options (right to buy)	$71.75							(4)	11/25/2023	Common Stock	42,700		42,700	D
Employee Stock Options (right to buy)	$79.66							(4)	11/24/2024	Common Stock	49,100		49,100	D
Employee Stock Options (right to buy)	$70.91							(5)	11/23/2025	Common Stock	72,800		72,800	D
Employee Stock Options (right to buy)	$107.65							(6)	11/21/2026	Common Stock	60,400		60,400	D
Employee Stock Options (right to buy)	$127.67							(7)	11/20/2027	Common Stock	55,800		55,800	D
Employee Stock Options (right to buy)	$124.9							(8)	11/26/2028	Common Stock	51,400		51,400	D

Explanation of Responses:

1. On November 21, 2016, the Company awarded 7,450 restricted stock under the Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan. The shares will fully vest on November 21, 2019. In February 2019, the Compensation Committee approved the lapse of restrictions with respect to 1,102 of such shares in order for the reporting person to satisfy tax obligations for restricted shares that are no longer subject to forfeiture under IRC 83(a) due to retirement eligibility under the Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan and Grant Notice. The remaining shares will continue to be subject to the restrictions until vesting per the Grant Notice.

2. The total holdings include 364 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan.

3. On November 20, 2017, the Company awarded 6,700 restricted stock under the Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan. The shares will fully vest on November 20, 2020. In February 2019, the Compensation Committee approved the lapse of restrictions with respect to 1,982 of such shares in order for the reporting person to satisfy tax obligations for restricted shares that are no longer subject to forfeiture under IRC 83(a) due to retirement eligibility under the Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan and Grant Notice. The remaining shares will continue to be subject to the restrictions until vesting per the Grant Notice.

4. All such options have fully vested.

5. The options vest in 4 equal annual installments beginning on November 23, 2016.

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.

Remarks:

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