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*
KEANE JOHN J
(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
Officer (give title below) X Other (specify below)
Former EVP
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2021
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 02/01/2021 F 222(1) D $182.58 53,214(2) D
Common Stock 02/01/2021 F 397(3) D $182.58 52,817 D
Common Stock 02/01/2021 F 236(4) D $182.58 52,581 D
Common Stock 916(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) $107.65 (6) 11/21/2026 Common Stock 14,000 14,000 D
Employee Stock Options (right to buy) $127.67 (7) 11/20/2027 Common Stock 12,500 12,500 D
Employee Stock Options (right to buy) $124.9 (8) 11/26/2028 Common Stock 11,700 11,700 D
Employee Stock Options (right to buy) $165.21 (9) 11/25/2029 Common Stock 11,900 11,900 D
Employee Stock Options (right to buy) $201.5 (10) 11/23/2030 Common Stock 4,400 4,400 D
Explanation of Responses:
1. On November 26, 2018, the Company awarded 1,500 restricted shared under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. Two-thirds of the restricted shares vested on November 30, 2019 and 2020. Mr. Keane retired from the Company effective February 1, 2021 and upon his retirement the remaining 500 unvested restricted stock immediately lapsed. 222 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 24 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan.
3. 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 vested on November 30, 2020. Mr. Keane retired from the Company effective February 1, 2021 and upon his retirement the remaining 894 unvested restricted stock immediately lapsed. 397 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 23, 2020, the Company awarded 530 restricted shared under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. Mr. Keane retired from the Company effective February 1, 2021 and upon his retirement the entire 530 unvested restricted stock immediately lapsed. 236 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. All such options have fully vested.
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. The options vest in 4 equal annual installments beginning on November 25, 2020.
10. The options vest in 4 equal annual installments beginning on November 23, 2021.
Remarks:
Mr. Keane retired from the Company effective February 1, 2021. Under the terms of his Separation Agreement, the restricted shares and stock options identified in this reporting have been treated as if Mr. Keane reached normal retirement status (rather than early retirement). See the previously filed Form 8-K dated January 8, 2021 for more details.
Gina A. Beredo 02/03/2021
** 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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