Nordson (NDSN) Form 4 NORDSON / GREGORY P MERK 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^*

MERK GREGORY P

(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)
11/22/2021

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	11/22/2021		A		797(1)	A	$267.51	20,444(2)	D
Common Stock	11/23/2021		F		122(3)	D	$267.99	20,322	D
Common Stock								28,892(4)	I	As Trustee of Trust
Common Stock								372(5)	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)	$61.59							(6)	11/28/2022	Common Stock	7,600		7,600	D
Employee Stock Options (right to buy)	$71.75							(6)	11/25/2023	Common Stock	7,600		7,600	D
Employee Stock Options (right to buy)	$79.66							(6)	11/24/2024	Common Stock	8,300		8,300	D
Employee Stock Options (right to buy)	$70.91							(6)	11/23/2025	Common Stock	13,400		13,400	D
Employee Stock Options (right to buy)	$107.65							(6)	11/21/2026	Common Stock	10,000		10,000	D
Employee Stock Options (right to buy)	$127.67							(6)	11/20/2027	Common Stock	9,000		9,000	D
Employee Stock Options (right to buy)	$124.9							(7)	11/26/2028	Common Stock	8,800		8,800	D
Employee Stock Options (right to buy)	$165.21							(8)	11/25/2029	Common Stock	8,800		8,800	D
Employee Stock Options (right to buy)	$138.59							(9)	03/30/2030	Common Stock	860		860	D
Employee Stock Options (right to buy)	$201.5							(10)	11/23/2030	Common Stock	8,150		8,150	D
Employee Stock Options (right to buy)	$267.51	11/22/2021		A		6,543(11)		(12)	11/22/2031	Common Stock	6,543	$267.51	6,543	D

Explanation of Responses:

1. On November 22, 2021, the Company awarded 797 restricted share units under the Company's 2021 Stock Incentive and Award Plan. One-third of the restricted share units will vest on each November 22, 2022, 2023, and 2024, unless, with certain exceptions, the reporting person ceases to be an employee prior to the vesting date.

2. The total holdings include 13 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan.

3. On November 23, 2020, the Company awarded 930 restricted share units under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted share units vest on each November 23, 2021, 2022, and 2023. 122 of the 310 share units that vested November 23, 2021 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.

4. The total holdings include 61 shares accrued from dividend payments through participation in the Company's Dividend Reinvestment Plan

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

6. All such options have fully vested.

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

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

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

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

11. On November 22, 2021, the Company awarded 6,543 stock options under the Company's 2021 Stock Incentive and Award Plan. The options vest in 4 equal annual installments beginning on November 22, 2022. The vested portions of such options will become exercisable upon vesting.

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

Remarks:

	Jennifer L. McDonough on behalf of Gregory P. Merk	11/24/2021
	** Signature of Reporting Person	Date
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