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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 3/7/24 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 72333 |
| Issuer Name: NORDSTROM INC |
| Issuer Trading Symbol: JWN |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1804473 |
| | Owner Name: PRICE LISA V |
| Reporting Owner Address: |
| | Owner Street 1: C/O NORDSTROM, INC. |
| | Owner Street 2: 1617 SIXTH AVENUE |
| | Owner City: SEATTLE |
| | Owner State: WA |
| | Owner ZIP Code: 98101 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Chief Human Resources Officer |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 3/7/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 43,547 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 208,958 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Performance Share Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Transaction Date: |
| | | Value: 3/7/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 47,491 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 3/10/27 |
| | Expiration Date: |
| | | Value: 3/10/27 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 47,491 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 47,491 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: 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. |
| Footnote - F2: 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. |
| Footnote - F3: 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: |
| Owner Signature: |
| Signature Name: /s/ Brian B. DeFoe, Attorney-in- Fact for Lisa Price |
| Signature Date: 3/11/24 |
