SEC Form SC 13D filed by Nordstrom Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. __)*

Nordstrom, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

655664100

(CUSIP Number)

Estate of Bruce A. Nordstrom

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

(206) 223-7000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

with copies to:

Michael E. Morgan

Lane Powell PC

1420 Fifth Avenue, Suite 4200

Seattle, WA 98101

(206) 223-7000  

June 4, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Based on a total of 163,258,230 shares of the Issuer’s Common Stock, no par value, outstanding as of March 13, 2024, as disclosed in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 11, 2024.

This statement on Schedule 13D (this “Schedule 13D”) relates to the Common Stock, no par value (the “Common Stock”), of Nordstrom, Inc., a Washington corporation (the “Issuer”). The address of the Issuer’s principal executive office is 1420 Fifth Avenue, Suite 4200, Seattle, Washington, 98101.

(a)            This Schedule 13D is being filed by Estate of Bruce A. Nordstrom (the “Reporting Person”).

(b)           The principal business address of the Reporting Person is 1420 Fifth Avenue, Suite 4200, Seattle, Washington, 98101.

(c)            Not applicable.

(d)            During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)            During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)            The Reporting Persons is a citizen of the United States of America.

On June  4, 2024, the Reporting Person acquired beneficial ownership of 10,244,147 shares of Common Stock following the death of Mr. Bruce A. Nordstrom, the opening of the probate of his estate, and the issuance of letters testamentary to the co-executors of the estate. No pecuniary or other consideration was exchanged in connection with the Reporting Person’s acquisition of the Common Stock.

As set forth in Item 3 above, the Reporting Person acquired beneficial ownership of 10,244,147 shares of Common Stock following the death of Mr. Bruce A. Nordstrom, the opening of the probate of his estate, and the issuance of letters testamentary to the co-executors of the estate. The co-executors of the Reporting Person are Mrs. Margaret Jean O’Roark Nordstrom and Mr. Nordstrom’s two sons, Messrs. Erik and Peter Nordstrom, the two of whom previously announced their desire to make a proposal for consideration by the Issuer’s Board of Directors and explore potential equity financing for a “going private transaction” involving the acquisition of the outstanding shares of Common Stock of the Issuer.

(a)            As of June 4, 2024, the Reporting Person is the beneficial owner of an aggregate of 10,244,147 shares of Common Stock of the Issuer, representing approximately 6.27% of the outstanding shares of Common Stock of the Issuer.

(b)            The Reporting Person has:

(i)              sole power to vote or direct the vote of 10,244,147 shares of Common Stock;

(ii)              shared power to vote or direct the vote of 0 shares of Common Stock;

(iii)            sole power to dispose or direct the disposition of 10,244,147 shares of Common Stock; and

(iv)            shared power to dispose or direct the disposition of 0 shares of Common Stock.

The applicable information required by Item 2 for the Reporting Person is provided in Item 2 above.

(c)            Not applicable.

(d)            The beneficiaries of the Reporting Person ultimately have the right to receive dividends from, or the proceeds from the sale of, such securities.

(e)            Not applicable.

There are no other contracts, arrangements, understandings, or relationships (legal or otherwise) among the parties named in Item 2 above and between such persons and any person with respect to any of the Common Stock of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.