Chief Executive Officer Nordstrom Erik B exercised 51,109 shares at a strike of $24.42 and covered exercise/tax liability with 25,111 shares, increasing direct ownership by 0.94% to 2,797,342 units (SEC Form 4)
$JWN
Clothing/Shoe/Accessory Stores
Consumer Discretionary
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NORDSTROM INC [ JWN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/10/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/10/2025 | M | 51,109(1) | A | $24.42 | 2,822,453 | D | |||
| Common Stock | 03/10/2025 | F | 25,111(2) | D | $24.42 | 2,797,342 | D | |||
| Common Stock | 0 | I | By 401(k) Plan, per Plan statement dated 01/31/2025 | |||||||
| Common Stock | 42,646 | I | By wife | |||||||
| Common Stock | 6,935,360 | I | By self as trustee of FWN Trust(3) | |||||||
| Common Stock | 1,555,200 | I | By self as trustee of EN Trust(3) | |||||||
| Common Stock | 3,403 | I | By self as trustee(4) | |||||||
| Common Stock | 3,403 | I | By self as trustee(4) | |||||||
| Common Stock | 192,789 | I | By self as trustee(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Performance Share Units | (5) | 03/10/2025 | M | 51,109(6) | 03/10/2025 | 03/10/2025 | Common Stock | 51,109 | $24.42 | 19,427 | D | ||||
| Performance Share Units | (5) | 03/10/2025 | D | 19,427(7) | 03/10/2025 | 03/10/2025 | Common Stock | 19,427 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents shares acquired as a result of the conversion of Performance Share Units to shares. This transaction is exempt pursuant to Rule 16b-3(d) of the Exchange Act. |
| 2. Represents shares withheld to satisfy the tax obligation in connection with the vesting of RSUs and PSUs. The transaction is exempt pursuant to Rule 16b-3(e) of the Exchange Act. |
| 3. Shares are held in trust with Reporting Person as trustee. |
| 4. Shares are held in trust with Reporting Person as trustee. The Reporting Person disclaims beneficial ownership of the securities held within these trusts. This Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of the securities held within these trusts for purposes of Section 16 or for any other purpose. |
| 5. Performance Share Units convert into common stock on a one-for-one basis. |
| 6. Represents the conversion of Performance Share Units to shares. This transaction is exempt pursuant to Rule 16b-3(e) of the Exchange Act. |
| 7. Disposition represents forfeiture of Performance Share Units previously made to the reporting person based on the Board's determination that a percentage of the performance targets were not met. |
| /s/ Charles W. Riley, Jr., as Attorney-in-Fact for Erik B. Nordstrom | 03/12/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||