| 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*
(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) 08/18/2020 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | (1) | 08/18/2020 | D | 28,301 | 03/10/2023 | 03/10/2023 | Common Stock | 28,301 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy)(2) | (3) | 08/18/2020 | A | 0(4) | 09/10/2022 | 09/10/2030 | Common Stock | 0.0 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents Performance Share Units originally granted on March 9, 2020 and canceled by the issuer without payment on August 18, 2020. |
| 2. Granted under the issuer's 2019 Equity Incentive Plan. |
| 3. The exercise price will be equal to the closing price of the issuer's common stock on August 27, 2020. |
| 4. The number of options granted is not known at this time. The number is calculated as a function of certain assumptions, including risk-free interest rate, volatility, dividend yield, and expected life. The formula for determining the number of options granted is: number of options = target award value/option fair value. This Form 4 will be amended to report the number of options granted when that number has been calculated. |
| Remarks: |
| Brian B. DeFoe, Attorney-in-Fact for Geevy SK Thomas | 08/20/2020 | |
| ** 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. | ||
Power of Attorney Each of the undersigned hereby appoints (i) the Executive Vice President, General Counsel and Secretary of Nordstrom, Inc. (currently Ann Munson Steines), and (ii) the Assistant Secretary of Nordstrom, Inc. (currently Brian DeFoe) his or her true and lawful attorney-in-fact (each an “Appointee” and, collectively, the “Appointees”) to: (1) execute on his or her behalf, in his or her capacity as an officer and/or director of Nordstrom, Inc. (the “Company”), Forms 3, 4 and 5 and Form ID (collectively, the “Filings”) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts on his or her behalf which may be necessary or desirable to complete and execute the Filings and any amendments to the Filings, and to timely submit such Filings to the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the Filings which, in the opinion of such Appointee, may be in the undersigned’s best interest or may be legally required by him or her, it being understood that the documents executed by an Appointee on the undersigned’s behalf shall be in such form and shall contain such terms and conditions as such Appointee may approve in the Appointee’s discretion. Each of the undersigned hereby grants to each Appointee full power and authority to do and perform each and every act and thing whatsoever that the Appointee, in the Appointee’s discretion, may believe to be necessary or proper in the exercise of any of the rights and powers granted under this Power of Attorney, as fully as the undersigned might or could do if he or she were personally present. Each of the undersigned hereby grants each Appointee full power of substitution or revocation with respect to this appointment, and ratifies and confirms all that such Appointee, or such Appointee’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted under this Power of Attorney. Each of the undersigned acknowledges that each Appointee, in serving in such capacity at his or her request, is not assuming, nor is the Company assuming, any of his or her responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Each of the undersigned agrees to hold harmless the Company and the Appointees for the performance of the foregoing actions in the exercise of any rights and powers herein granted. This Power of Attorney shall remain in full force and effect with respect to each undersigned individual until he or she is no longer required to submit Filings with respect to holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Appointees and the Company.