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*
THAXTON GREGORY 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)
Former EVP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2020
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 08/28/2020 F 262(1) D $187.96 50,260(2) D
Common Stock 08/28/2020 F 676(3) D $187.96 49,584 D
Common Stock 08/28/2020 F 1,154(4) D $187.96 48,430 D
Common Stock 1,421(5) I By Company ESOP 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) $107.65 (6) 08/28/2025(7) Common Stock 14,000 14,000 D
Employee Stock Options (right to buy) $127.67 (8) 08/28/2025(9) Common Stock 12,500 12,500 D
Employee Stock Options (right to buy) $124.9 (10) 08/28/2025(11) Common Stock 11,800 11,800 D
Employee Stock Options (right to buy) $165.21 (12) 08/28/2025(13) Common Stock 11,900 11,900 D
Explanation of Responses:
1. On November 20, 2017, the Company awarded 1,600 restricted shared under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. Two-thirds of the restricted shares vested on November 20, 2018 and November 30, 2019. Mr. Thaxton retired from the Company effective August 28, 2020 and upon his retirement the remaining unvested restricted stock was prorated and immediately lapsed. 45 shares were forfeited and 217 of the 489 prorated shares 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 include 56 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan. The balance has been reduced by 3,600 shares to reflect over-reporting of target/award performance shares in January 2020.
3. On November 26, 2018, the Company awarded 1,500 restricted shared under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shares vested on November 30, 2019. Mr. Thaxton retired from the Company effective August 28, 2020 and upon his retirement the remaining unvested restricted stock was prorated and immediately lapsed. 417 shares were forfeited and 259 of the 583 prorated shares were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.
4. On November 25, 2019, the Company awarded 1,340 restricted shared under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shares are scheduled to vest on each November 30, 2020, 2021, and 2022. Mr. Thaxton retired from the Company effective August 28, 2020. Due to Mr. Thaxton's over 30 years of service to the Company, the Compensation Committee waived the forfeiture of his November 25, 2019 award, which would have normally been forfeited due to this retiring prior to the first vesting of the restricted shares. Therefore, upon his retirement the unvested restricted stock was prorated and immediately lapsed. 1,005 shares were forfeited and 149 of the 335 prorated shares were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes.
5. 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).
6. The options vest in 4 equal annual installments beginning on November 21, 2017.
7. Mr. Thaxton retired from the Company effective August 28, 2020. Therefore, pursuant to notice at the time of the award, the expiration of these options changes from the 10th anniversary of the grant date (originally expiring on 11/21/2026) to the 5th anniversary of the retirement date.
8. The options vest in 4 equal annual installments beginning on November 20, 2018.
9. Mr. Thaxton retired from the Company effective August 28, 2020. Therefore, pursuant to notice at the time of the award, the expiration of these options changes from the 10th anniversary of the grant date (originally expiring on 11/20/2027) to the 5th anniversary of the retirement date.
10. The options vest in 4 equal annual installments beginning on November 30, 2019.
11. Mr. Thaxton retired from the Company effective August 28, 2020. Therefore, pursuant to notice at the time of the award, the expiration of these options changes from the 10th anniversary of the grant date (originally expiring on 11/26/2028) to the 5th anniversary of the retirement date.
12. Mr. Thaxton retired from the Company effective August 28, 2020. Due to Mr. Thaxton's over 30 years of service to the Company, the Compensation Committee waived the forfeiture of his November 2019 stock options award, which would have normally been forfeited due to his retiring prior to the first vesting of the options. Therefore, the options vest in 4 equal annual installments beginning on November 30, 2020.
13. Mr. Thaxton retired from the Company effective August 28, 2020. Therefore, pursuant to notice at the time of the award, the expiration of these options changes from the 10th anniversary of the grant date (originally expiring on 11/25/2029) to the 5th anniversary of the retirement date.
Remarks:
Gina A. Beredo 09/01/2020
** Signature of Reporting Person Date
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