Sec Form 4 Filing - Beredo Gina A. @ NORDSON CORP - 2020-11-30

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 Beredo Gina A. 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) Exec. VP, Gen. Counsel & Sec. (Last) (First) (Middle) 28601 CLEMENS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2020 (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 Common Stock 11/30/2020 F 50 ( 1 ) D $ 203.81 7,931 D Common Stock 11/30/2020 F 69 ( 2 ) D $ 203.81 7,862 D Common Stock 11/30/2020 F 69 ( 3 ) D $ 203.81 7,793 D Common Stock 285 ( 4 ) 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 (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 Employee Stock Options (right to buy) $ 71.75 ( 5 ) 11/25/2023 Common Stock 0 600 D Employee Stock Options (right to buy) $ 79.66 ( 5 ) 11/24/2024 Common Stock 1,400 1,400 D Employee Stock Options (right to buy) $ 70.91 ( 5 ) 11/23/2025 Common Stock 2,100 2,100 D Employee Stock Options (right to buy) $ 107.65 ( 5 ) 11/21/2026 Common Stock 1,900 1,900 D Employee Stock Options (right to buy) $ 127.67 ( 6 ) 11/20/2027 Common Stock 4,400 4,400 D Employee Stock Options (right to buy) $ 124.9 ( 7 ) 11/26/2028 Common Stock 5,100 5,100 D Employee Stock Options (right to buy) $ 165.21 ( 8 ) 11/25/2029 Common Stock 6,175 6,175 D Employee Stock Options (right to buy) $ 201.5 ( 9 ) 11/23/2030 Common Stock 5,200 5,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Beredo Gina A. 28601 CLEMENS ROAD WESTLAKE, OH44145 Exec. VP, Gen. Counsel & Sec. Signatures Gina A. Beredo 12/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 20, 2017, the Company awarded 500 restricted shared under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shared vest on each November 30, 2018, 2019, and 2020. 50 of the 167 shares that vested November 30, 2020 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes. ( 2 )On November 26, 2018, the Company awarded 700 restricted shares under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shares vest on each November 30, 2019, 2020, and 2021. 69 of the 233 shares that vested November 30, 2020 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes. ( 3 )On November 25, 2019, the Company awarded 700 restricted shares under the Company's Amended and Restated 2012 Stock Incentive and Award Plan. One-third of the restricted shares vest on each November 30, 2020, 2021, and 2022. 69 of the 233 shares that vested November 30, 2020 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld or sold to cover withholding taxes. ( 4 )Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c). ( 5 )All such options have fully vested. ( 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. ( 8 )The options vest in 4 equal annual installments beginning on November 25, 2020. ( < /a>9 )The options vest in 4 equal annual installments beginning on November 23, 2021.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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