Chief Executive Officer Nordstrom Erik B returned 11,530,143 shares to the company, closing all direct ownership in the company (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) 05/20/2025 | ||||||||||||||||||||||||||
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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 | 05/20/2025 | D(1) | 66,593(2) | D | (2) | 2,730,749 | D | |||
| Common Stock | 05/20/2025 | D(1) | 69,178(2) | D | (2) | 2,661,571 | D | |||
| Common Stock | 05/20/2025 | D(1) | 2,940 | D | (3) | 2,658,631 | D | |||
| Common Stock | 05/20/2025 | D(1) | 2,658,631 | D | (4) | 0 | D | |||
| Common Stock | 05/20/2025 | D(1) | 42,646 | D | (4) | 0 | I | By wife | ||
| Common Stock | 05/20/2025 | D(1) | 2,146,395 | D | (3) | 4,788,965 | I | By self as trustee of FWN Trust(5) | ||
| Common Stock | 05/20/2025 | D(1) | 4,788,965 | D | (4) | 0 | I | By self as trustee of FWN Trust(5) | ||
| Common Stock | 05/20/2025 | D(1) | 1,555,200 | D | (4) | 0 | I | By self as trustee of EN Trust(5) | ||
| Common Stock | 05/20/2025 | D(1) | 3,403 | D | (4) | 0 | I | By self as trustee(6) | ||
| Common Stock | 05/20/2025 | D(1) | 3,403 | D | (4) | 0 | I | By self as trustee(6) | ||
| Common Stock | 05/20/2025 | D(1) | 192,789 | D | (4) | 0 | I | By self as trustee(6) | ||
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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 | ||||||||
| Employee Stock Option (right to buy) | $51.32 | 05/20/2025 | D(1) | 82,141 | (7) | (7) | Common Stock | 82,141 | (7) | 0 | D | ||||
| Employee Stock Option (right to buy) | $40.5 | 05/20/2025 | D(1) | 10,838 | (7) | (7) | Common Stock | 10,838 | (7) | 0 | D | ||||
| Employee Stock Option (right to buy) | $46.66 | 05/20/2025 | D(1) | 38,653 | (7) | (7) | Common Stock | 38,653 | (7) | 0 | D | ||||
| Employee Stock Option (right to buy) | $45.33 | 05/20/2025 | D(1) | 73,069 | (7) | (7) | Common Stock | 73,069 | (7) | 0 | D | ||||
| Employee Stock Option (right to buy) | $26.79 | 05/20/2025 | D(1) | 147,407 | (7) | (7) | Common Stock | 147,407 | (7) | 0 | D | ||||
| Employee Stock Option (right to buy) | $14.79 | 05/20/2025 | D(1) | 245,829 | (8) | (8) | Common Stock | 245,829 | (8) | 0 | D | ||||
| Employee Stock Option (right to buy) | $25.68 | 05/20/2025 | D(1) | 102,506 | (7) | (7) | Common Stock | 102,506 | (7) | 0 | D | ||||
| Employee Stock Option (right to buy) | $19.63 | 05/20/2025 | D(1) | 130,194 | (9) | (9) | Common Stock | 130,194 | (9) | 0 | D | ||||
| Performance Share Units | (10) | 05/20/2025 | D(1) | 95,383 | (11) | (11) | Common Stock | 95,383 | (11) | 0 | D | ||||
| Performance Share Units | (10) | 05/20/2025 | D(1) | 113,156 | (11) | (11) | Common Stock | 113,156 | (11) | 0 | D | ||||
| Performance Share Units | (10) | 05/20/2025 | D(1) | 73,272 | (11) | (11) | Common Stock | 73,272 | (11) | 0 | D | ||||
| Explanation of Responses: |
| 1. On May 20, 2025 pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of December 22, 2024, by and among Nordstrom, Inc. ("Company"), Nordstrom Holdings, Inc. (formerly Norse Holdings, Inc.) ("Parent"), and Navy Acquisition Co. Inc. ("Acquisition Sub"), Acquisition Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent. As a result of the consummation of the Merger, the Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| 2. Represents outstanding unvested restricted stock units ("RSUs") representing the contingent right to receive one share of common stock, no par value, of the Company ("Common Stock"), which, pursuant to the Merger Agreement, immediately prior to the effective time of the Merger (the "Effective Time"), were cancelled and converted into the contingent right to receive a payment in cash of an amount equal to, without interest and less any required tax withholdings, the product of (1) the number of shares of Common Stock subject to such unvested RSU, multiplied by (2) $24.50, provided, however, that the cash received for such unvested RSU continues to have, and be subject to, the same terms and conditions (including with respect to vesting and timing of payment) as such unvested RSU, subject to certain exceptions set forth in the Merger Agreement. |
| 3. Represents shares of Common Stock which, at the Effective Time, were cancelled and converted into the right to receive $24.25 per share in cash, without interest and less any required tax withholdings. |
| 4. Represents shares of Common Stock which, pursuant to the Merger Agreement and the Rollover, Voting and Support Agreement, dated as of December 22, 2024, by and among the Company, Parent, and the shareholders listed on the signature pages thereto, as amended, immediately prior to the Effective Time, were transferred, contributed and delivered to Parent in exchange for newly issued shares of common stock of Parent. |
| 5. Shares are held in trust with Reporting Person as trustee. |
| 6. 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 of the Exchange Act or for any other purpose. |
| 7. Represents options which, under the Merger Agreement, whether vested or unvested, immediately prior to the Effective Time, were cancelled in exchange for no consideration. |
| 8. Represents outstanding and unexercised vested options which, pursuant to the Merger Agreement, immediately prior to the Effective Time, were cancelled and converted into the right to receive a payment in cash of an amount equal to, without interest and less any required tax withholdings, the product of (1) the total number of shares of Common Stock subject to such cancelled vested option, multiplied by (2) the excess, if any, of (a) $24.50 over (b) the exercise price per share of Common Stock subject to such cancelled vested option. |
| 9. Represents unvested options which, pursuant to the Merger Agreement, immediately prior to the Effective Time, were cancelled and converted into the contingent right to receive a payment in cash of an amount equal to, without interest and less any required tax withholdings, the product of (1) the total number of shares of Common Stock subject to such cancelled unvested option, multiplied by (2) the excess, if any, of (a) $24.50 over (b) the exercise price per share of Common Stock subject to such cancelled unvested option; provided, however, that the cash received for any unvested option continued to have, and be subject to, the same terms and conditions (including with respect to vesting and timing of payment) as applied to the corresponding unvested option immediately prior to the Effective Time, subject to certain exceptions set forth in the Merger Agreement. |
| 10. Performance share units ("PSUs") represents a contingent right to receive one share of Common Stock. |
| 11. Represents outstanding unvested PSUs which, pursuant to the Merger Agreement, immediately prior to the effective date of the Merger, were cancelled and converted into the contingent right to receive a payment in cash of an amount equal to, without interest and less any required tax withholdings, the product of (1) the number of shares of Common Stock subject to such unvested PSU (as eventually determined based on actual performance for the applicable performance period based on the applicable terms of such unvested PSU) multiplied by (2) $24.50; provided, however, that the cash received for such unvested PSU continues to have, and be subject to, the same terms and conditions (including with respect to vesting and timing of payment) as such PSU, subject to certain exceptions set forth in the Merger Agreement. |
| /s/ Charles W. Riley, Jr., as Attorney-in-Fact for Erik B. Nordstrom | 05/20/2025 | |
| ** 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. | ||