Nordson (NDSN) 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)
11/25/2019

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	11/25/2019		A		1,000(1)	A	$165.21	21,936	D
Common Stock	11/25/2019		A		2,000(2)	A	$165.21	23,936	D
Common Stock								3(3)	I	By Company ESOP Plan
Common Stock								139(4)	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)	$71.75							(5)	11/25/2023	Common Stock	0		0	D
Employee Stock Options (right to buy)	$79.66							(5)	11/24/2024	Common Stock	3,800		3,800	D
Employee Stock Options (right to buy)	$70.91							(5)	11/23/2025	Common Stock	7,200		7,200	D
Employee Stock Options (right to buy)	$107.65							(6)	11/21/2026	Common Stock	6,500		6,500	D
Employee Stock Options (right to buy)	$127.67							(7)	11/20/2027	Common Stock	8,400		8,400	D
Employee Stock Options (right to buy)	$124.9							(8)	11/26/2028	Common Stock	8,300		8,300	D
Employee Stock Options (right to buy)	$165.21	11/25/2019		A		8,800		(9)	11/25/2029	Common Stock	8,800	$0.00	8,800	D

Explanation of Responses:

1. On November 25, 2019, the Company awarded 1,000 restricted stock under the Company's Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan. Such shares will fully vest on November 30, 2022, unless, with certain exceptions, the reporting person ceases to be an employee prior to the vesting date.

2. On November 25, 2019, the Company awarded 2,000 performance shares under the Company's Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan, which represents the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets settle in January 2023. The actual number of shares earned is subject to adjustment based on actual performance.

3. 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).

4. Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, 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. On November 25, 2019, the Company awarded 8,800 stock options under the Company's Amended and Restated Nordson Corporation 2012 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 25, 2020. The vested portions of such options will become exercisable upon vesting.

Remarks:

	Gina A. Beredo	11/27/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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