SEC Form 4

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION						
Washington, D.C. 20549						
		OMB APPROVAL		
				
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP						
		OMB Number:	3235-0287			
						
		Estimated average burden		
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934		hours per response:	0.5			

or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*
Nordstrom James F JR

(Last)	(First)	(Middle)	
C/O NORDSTROM, INC.		
1617 SIXTH AVENUE		
(Street)			
SEATTLE	WA	98101	
(City)	(State)	(Zip)	

2.	Issuer Name and Ticker or Trading Symbol	5.	Relationship of Reporting Person(s) to Issuer		
NORDSTROM INC [ JWN ]	(Check all applicable)			
							
						Director	10% Owner		
									
					X	Officer (give title	Other (specify		
3.	Date of Earliest Transaction (Month/Day/Year)						
				below)	below)		
03/07/2024				Chief Merchandising Officer		

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction	2A. Deemed	3.	4. Securities Acquired (A) or	5. Amount of	6. Ownership	7. Nature of		
	Date	Execution Date,	Transaction	Disposed Of (D) (Instr. 3, 4 and 5)	Securities	Form: Direct	Indirect		
	(Month/Day/Year)	if any	Code (Instr.				Beneficially	(D) or Indirect	Beneficial		
		(Month/Day/Year)	8)				Owned Following	(I) (Instr. 4)	Ownership		
							Reported		(Instr. 4)		
											
			Code  V	Amount	(A) or	Price	Transaction(s)				
					(D)		(Instr. 3 and 4)				

Common Stock	03/07/2024		A	66,996(1)	A	$0	558,442	D			
Common Stock	03/10/2024		F	2,344(2)	D	$17.06	556,098	D			
									By 401(k)		
									Plan, per		
Common Stock							7,058	I	Plan		
									statement		
											
									dated		
									2/29/2024		
											
Common Stock							429	I	By wife		
											
									By wife		
									in 401(k)		
									Plan, per		
Common Stock							2,148	I	Plan		
									statement		
									dated		
									2/29/2024		
											
Common Stock							250,000	I	See		
									footnote(3)		
											
									By self as		
									trustee for		
Common Stock							24,592	I	benefit of		
									minor		
									child		
											
									By self as		
									trustee for		
Common Stock							24,592	I	benefit of		
second

minor

child

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction	2A. Deemed	3.	4. Securities Acquired (A) or	5. Amount of	6. Ownership	7. Nature of		
	Date	Execution Date,	Transaction	Disposed Of (D) (Instr. 3, 4 and 5)	Securities	Form: Direct	Indirect		
	(Month/Day/Year)	if any	Code (Instr.				Beneficially	(D) or Indirect	Beneficial		
		(Month/Day/Year)	8)				Owned Following	(I) (Instr. 4)	Ownership		
							Reported		(Instr. 4)		
											
			Code  V	Amount	(A) or	Price	Transaction(s)				
					(D)		(Instr. 3 and 4)				

									By self as		
									trustee for		
Common Stock							24,593	I	benefit of		
third

minor

child

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of	2.	3. Transaction	3A. Deemed	4.	5. Number	6. Date Exercisable and	7. Title and Amount	8. Price of	9. Number of	10.	11. Nature	
Derivative	Conversion	Date	Execution Date,	Transaction	of		Expiration Date	of Securities	Derivative	derivative	Ownership	of Indirect	
Security	or Exercise	(Month/Day/Year)	if any	Code (Instr.	Derivative	(Month/Day/Year)	Underlying		Security	Securities	Form:	Beneficial	
(Instr. 3)	Price of		(Month/Day/Year)	8)	Securities			Derivative Security	(Instr. 5)	Beneficially	Direct (D)	Ownership	
	Derivative				Acquired			(Instr. 3 and 4)		Owned	or Indirect	(Instr. 4)	
	Security				(A) or							Following	(I) (Instr. 4)		
					Disposed						Reported			
					of (D) (Instr.						Transaction(s)			
					3, 4 and 5)						(Instr. 4)			
															
										Amount					
										or					
										Number					
							Date	Expiration		of					
				Code  V	(A)	(D)	Exercisable	Date	Title	Shares					
															
Performance	(4)(5)	03/07/2024		A	73,063		03/10/2027	03/10/2027	Common	73,063	$0	73,063	D		
Share Units									Stock						

Explanation of Responses:

1.	Restricted Stock Unit vesting in three equal annual installments commencing on March 10, 2025. The number of RSUs awarded is a function of established long-term incentive award levels, an RSU long-term incentive (LTI) percentage, and the fair value of an RSU. The fair value of an RSU is calculated as the stock price as of the effective date less the present value of Company stock dividends over the vesting period. This calculation requires the input of certain assumptions, including the risk-free interest rate and the expected Company stock dividends. The formula for determining the number of RSUs granted is: number of RSUs = (base pay x RSU LTI%) / RSU fair value.

2.	Represents shares withheld to satisfy the tax obligation in connection with the vesting of RSUs. The transaction is exempt pursuant to Rule 16b-3(e) of the '34 Act.

3.	By self as trustee for my benefit and the benefit of my children under the James F. Nordstrom, Jr. 2021 Annuity Trust.

4.	Each Performance Share Unit (PSU) represents a contingent right to receive 1 share of the Company's common stock. The PSUs may be earned over a 3-year period from FY 2024 through FY 2026, depending on the achievement of certain metrics. The number of PSUs to be awarded is a function of established long-term incentive award levels, a PSU LTI% and the fair value of a PSU. The fair value of a PSU is calculated as the stock price as of the effective date less the present value of Company stock dividends over the vesting period. This calculation requires the input of certain assumptions, including the risk-free interest rate and the expected Company stock dividends. The formula for determining the number of PSUs granted is: number of PSUs = (base pay x PSU LTI%) / PSU fair value. The percentage of PSUs that will actually be earned at the end of each year within the 3-year period is based upon the Company's sales and earnings before interest and tax (EBIT) margin results over that year.

5.	One third of the total target number of PSUs will be allocated to three separate 1-year performance cycles. The minimum percentage of PSUs that can be earned at the end of each year is 0% and the maximum is 175% based on achievement against Company sales and earnings before interest and tax (EBIT) margin results at the end of each year. The total percentage of PSUs that can be earned at the end of the 3-year period ranges from 0%-175%.

Remarks:

Brian B. DeFoe, Attorney-in-			03/11/2024			
Fact for James F. Nordstrom, Jr.					
					
** 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.