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
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
07/07/2011
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 Shares 07/07/2011 F 467 D $58.26 43,009(1) D
Common Shares 836(2)(3) I Company ESOP
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
Share Equivalent Units(4) (4) 07/07/2011 J 43 (4) (4) Common Shares 43 (4) 10,995(5) D
Employee Stock Option (right to buy) $26.46(6) 12/05/2010 12/05/2017 Common Shares (6) 3,780(6) D
Employee Stock Option (right to buy) $26.46(7) 12/05/2010 12/05/2017 Common Shares (7) 3,120(7) D
Employee Stock Option (right to buy) $14.37(8) 12/04/2010 12/04/2018 Common Shares (8) 45,400(8) D
Employee Stock Option (right to buy) $27.26(9) 12/03/2010 12/03/2019 Common Shares (9) 23,600(9) D
Employee Stock Option (right to buy) $43.32(10) 12/07/2011 12/07/2020 Common Shares (10) 16,000(10) D
Explanation of Responses:
1. On April 12, 2011, the common stock of Nordson Corporation split 2-for-1, resulting in the reporting person's ownership of 21,738 additional shares of common stock.
2. Balance as of May 27, 2011.
3. On April 12, 2011, the common stock of Nordson Corporation split 2-for-1, resulting in the reporting person's indirect ownership of 417 additional shares of common stock.
4. Share Equivalent Units acquired through deferral of performance shares awarded under Amended and Restated 2004 Long Term Performance Plan. Deferrals are made to the Nordson Stock Measurement Fund of the Amended and Restated 2005 Deferred Compensation Plan. Equivalent Units are settled in common shares at reporting person's termination of employment or retirement subject to delayed distribution rules of Internal Revenue Code Section 409(A).
5. On April 12, 2011, the common stock of Nordson Corporation split 2-for-1, resulting in the reporting person's ownership of 5,486 additional Share Equivalent Units.
6. This option was previously reported as covering 1,890 shares at an exercise price of $52.91 per share, but was adjusted to reflect the stock split that occurred on April 12, 2011.
7. This option was previously reported as covering 1,560 shares at an exercise price of $52.91 per share, but was adjusted to reflect the stock split that occurred on April 12, 2011.
8. This option was previously reported as covering 22,700 shares at an exercise price of $28.74 per share, but was adjusted to reflect the stock split that occurred on April 12, 2011.
9. This option was previously reported as covering 11,800 shares at an exercise price of $54.52 per share, but was adjusted to reflect the stock split that occurred on April 12, 2011.
10. This option was previously reported as covering 8,000 shares at an exercise price of $86.63 per share, but was adjusted to reflect the stock split that occurred on April 12, 2011.
Remarks:
Robert E. Veillette, Attorney-In-Fact 07/08/2011
** 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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