Sec Form 4 Filing - PEET SHELLY @ NORDSON CORP - 2022-06-01

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
PEET SHELLY
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
(Last) (First) (Middle)
28601 CLEMENS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2022
(Street)
WESTLAKE, OH44145
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
NDSN 06/01/2022 G 8( 1 ) D $ 197.99 26,519( 2 )( 3 ) D
NDSN 07/19/2022 G 5( 1 ) D $ 214.66 26,514 D
NDSN 07/19/2022 G 120( 1 ) D $ 214.66 26,394 D
NDSN 11/22/2022 F 54( 4 ) D $ 233.59 24,976 D
NDSN 11/23/2022 F 59( 5 ) D $ 234.4 24,917 D
NDSN 11/23/2022 M 1,783( 6 ) A $ 234.4 26,700 D
NDSN 11/23/2022 F 524 D $ 234.4 26,176 D
NDSN 6( 7 ) I 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PEET SHELLY
28601 CLEMENS ROAD
WESTLAKE, OH44145
Executive Vice President
Signatures
Jennifer L. McDonough on behalf of Shelly Peet 11/25/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction is exempt pursuant to SEC Rules.
( 2 )On November 26, 2018, the Company awarded 1,500 performance shares under the Company's Incentive and Award Plan, contingent upon the achievement of performance measures over a 3-year performance period with settlement in January 2022. The Company did not reach the threshold performance measure and therefore the total holdings reflect a decrease of 1,500 shares.
( 3 )The total holdings include 136 shares accrued from dividend payments through participation in the Company's Amended and Restated 2005 Deferred Compensation Plan.
( 4 )On November 22, 2021 the Company awarded 545 restricted share units under the Company's stock plan. One-third of the restricted share units vest on each November 22, 2022, 2023 and 2024. 54 of the 181 share units that vested November 22, 2022 were withheld to cover withholding taxes due upon vesting.
( 5 )On November 23, 2020 the Company awarded 600 restricted share units under the Company's stock plan. One-third of the restricted share units vest on each November 23, 2021, 2022, and 2023. 59 of the 200 share units that vested on November 23, 2022 were withheld to cover withholding taxes due upon vesting.
( 6 )On November 24, 2020, the Company awarded 1,783 restricted share units under the Company's Stock Plan with all restricted share units vesting on November 23, 2022. 524 of the restricted share units that vested November 23, 2020 were withheld to cover withholding taxes due upon vesting.
( 7 )Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).

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