Nordson : Statement of Changes in Beneficial Ownership

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF

SECURITIES

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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1. Name and Address of Reporting Person *	2. Issuer Name and Ticker or Trading Symbol	5. Relationship of Reporting Person(s) to Issuer
		(Check all applicable)

Hilton Michael F

NORDSON CORP [ NDSN ]

__X__ Director

_____ 10% Owner

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)

_____ Officer (give title below) __X__ Other (specify below)

28601 CLEMENS ROAD

10/18/2019

Senior Advisor

(Street)

4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

WESTLAKE, OH 44145

_X _ Form filed by One Reporting Person

(City)

(State)

(Zip)

___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Trans. Date

2A. Deemed

3. Trans. Code

4. Securities Acquired (A) or

5. Amount of Securities Beneficially Owned

6.

7. Nature

(Instr. 3)

Execution

(Instr. 8)

Disposed of (D)

Following Reported Transaction(s)

Ownership

of Indirect

Date, if any

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Form:

Beneficial

Direct (D)

Ownership

or Indirect

(Instr. 4)

(A) or

(I) (Instr.

Code

V

Amount

(D)

Price

4)

Common Stock

10/18/2019

S

12100

D

$146.22 (1)

199631 (2)

D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate

2.

3. Trans.

3A. Deemed

4. Trans. Code

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Security

Conversion

Date

Execution

(Instr. 8)

Derivative

Expiration Date

Securities Underlying

Derivative

derivative

Ownership

of Indirect

(Instr. 3)

or Exercise

Date, if any

Securities Acquired

Derivative Security

Security

Securities

Form of

Beneficial

Price of

(A) or Disposed of

(Instr. 3 and 4)

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

(D)

Owned

Security:

(Instr. 4)

Security

(Instr. 3, 4 and 5)

Following

Direct (D)

Reported

or Indirect

Date

Expiration

Amount or

Transaction(s)

(I) (Instr.

Title

Number of

Exercisable

Date

(Instr. 4)

4)

Code

V

(A)

(D)

Shares

Employee Stock

(3)

Common

Options (right to

$61.59

11/28/2022

43000

43000

D

Stock

buy)

Employee Stock

(3)

Common

Options (right to

$71.75

11/25/2023

42700

42700

D

Stock

buy)

Employee Stock

(3)

Common

Options (right to

$79.66

11/24/2024

49100

49100

D

Stock

buy)

Employee Stock

(4)

Common

Options (right to

$70.91

11/23/2025

72800

72800

D

Stock

buy)

Employee Stock

(5)

Common

Options (right to

$107.65

11/21/2026

60400

60400

D

Stock

buy)

Employee Stock

(6)

Common

Options (right to

$127.67

11/20/2027

55800

55800

D

Stock

buy)

Employee Stock

(7)

Common

Options (right to

$124.90

11/26/2028

51400

51400

D

Stock

buy)

Explanation of Responses:

1. Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $145.31 to $147.00. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.
2. The total holdings include 814 shares accrued from dividend payments through participation in the Company's Dividend Reinvestment Plan
3. All such options have fully vested.
4. The options vest in 4 equal annual installments beginning on November 23, 2016.
5. The options vest in 4 equal annual installments beginning on November 21, 2017.
6. The options vest in 4 equal annual installments beginning on November 20, 2018.
7. The options vest in 4 equal annual installments beginning on November 26, 2019.

Reporting Owners

Reporting Owner Name / Address				Relationships
Director	10% Owner	OfficerOther
Hilton Michael F
28601 CLEMENS ROAD		X			Senior Advisor
WESTLAKE, OH 44145
Signatures
Gina A. Beredo	10/21/2019
**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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