Under the Securities Exchange Act of 1934
(Amendment No. 2)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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

(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. o

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).

*The Reporting Person is reporting on this Schedule 13D as a member of a “group” with the other Reporting Persons. The group beneficially owns 52,190,808 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 31.3% of the outstanding shares of Common Stock.  See Item 5.

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*The Reporting Person is reporting on this Schedule 13D as a member of a “group” with the other Reporting Persons. The group beneficially owns 52,190,808 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 31.3% of the outstanding shares of Common Stock.  See Item 5.

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*The Reporting Person is reporting on this Schedule 13D as a member of a “group” with the other Reporting Persons. The group beneficially owns 52,190,808 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 31.3% of the outstanding shares of Common Stock.  See Item 5.

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*The Reporting Person is reporting on this Schedule 13D as a member of a “group” with the other Reporting Persons. The group beneficially owns 52,190,808 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 31.3% of the outstanding shares of Common Stock.  See Item 5.

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*The Reporting Person is reporting on this Schedule 13D as a member of a “group” with the other Reporting Persons. The group beneficially owns 52,190,808 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 31.3% the outstanding shares of Common Stock.  See Item 5.

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*The Reporting Person is reporting on this Schedule 13D as a member of a “group” with the other Reporting Persons. The group beneficially owns 52,190,808 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 31.3% the outstanding shares of Common Stock.  See Item 5.

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This Amendment No. 2 to Schedule 13D (“Amendment”)  amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the “Commission”) on June 7, 2017, as amended by Amendment No. 1 to Schedule 13D on October 16, 2017 (the “Schedule 13D”), relating to the common stock, no par value (the “Common Stock”), of Nordstrom, Inc., a Washington corporation (the “Issuer”). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D.

Item 3.                 Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated as follows:

As set forth in Item 4, on March 5, 2018 the Reporting Persons, at the request of the Special Committee formed by the Issuer’s Board of Directors, provided an indication of the price that they would anticipate being willing to offer as part of any proposal for a Going Private Transaction, subject to finalizing the financing. However, as of the date hereof, no proposal has been made for a Going Private Transaction.  In connection with the response by the Reporting Persons to the Special Committee, the Reporting Persons indicated their willingness as part of any such proposal to contribute as part of the financing personal shares approximating $2.0 billion in value, representing approximately 79% of the shares owned directly or indirectly by them.  The Reporting Persons have been advised by Leonard Green & Partners, L.P. that it would be willing, together with its affiliated funds and certain of its limited partners, to commit up to $1.5 billion to $2.0 billion in financing in connection with a transaction.  In addition, representatives of the Reporting Persons have been in discussions with several alternate capital providers to potentially complement and provide additional flexibility to the capital structure.

In late February, the Reporting Persons received and provided the Special Committee with a summary of competitive proposals from ten major lending institutions indicating the availability of up to approximately $7.5 billion of the debt portion of the financing of a transaction, subject to obtaining an advisory rating from the major rating agencies.   There is no assurance that satisfactory debt commitment letters will be provided or that the Reporting Persons will be able to obtain commitments for the additional funds necessary to make or consummate any proposal for a Going Private Transaction.  The description of the Indication Letter set forth in Item 4 below is incorporated by reference in its entirety into this Item 3.

Item 4.                 Purpose of Transaction.

Item 4 is hereby amended and supplemented by adding the following after the final paragraph thereof:

As previously disclosed, on October 16, 2017, the Reporting Persons suspended their active exploration of the possibility of proposing a Going Private Transaction so that the management members of the Group could maintain their focus on the execution of the Company’s business plan for the balance of the year.  Thereafter, the Reporting Persons resumed their review of the possibility of making a proposal with respect to a Going Private Transaction.

The Special Committee has requested that the Group provide an indication, without finalizing the financing, of the price that the Group would anticipate being willing to offer as part of any proposal for a Going Private Transaction.  On March 5, 2018, the Reporting Persons delivered a non-binding letter (the “Indication Letter”) to the Special Committee advising the Special Committee that,  subject to finalizing financing commitments, the Group as of such date intended to submit a proposal to acquire 100% of the fully diluted shares of the common stock of the Issuer owned by the Issuer’s unaffiliated shareholders at a purchase price of $50.00 per share. This purchase price would represent a premium of 24% over the undisturbed share price of $40.48 as of June 7, 2017, immediately prior to the Reporting Persons’ public announcement of the formation of a group in order to consider a Going Private Transaction.

No assurance can be given that the Reporting Persons will in fact submit a proposal or that a transaction will be entered into or, if entered into, will be consummated.  The Indication Letter provides that no legally binding obligation with respect to a transaction will exist unless and until a proposal is made and mutually acceptable definitive documentation has been executed and delivered with respect thereto. The proposal contemplated by the Indication Letter would require the approval of the Special Committee and the Board of Directors of the Company prior to being entered into and the two-thirds vote of all shareholders as required by Washington state law, including a majority of the outstanding shares of the Company, other than shares held by the Reporting Persons. The Reporting Persons reserve the right to modify or withdraw the Indication Letter at any time and to not submit a proposal or to modify any proposal for a Going Private Transaction.

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The summary above is qualified in its entirety by reference to the Indication Letter, attached as Exhibit 29 hereto, which is incorporated by reference herein.

The Going Private Transaction, if entered into and consummated, would result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, the acquisition of additional securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, the delisting of Common Stock from the New York Stock Exchange and the Common Stock becoming eligible for termination of registration pursuant to Section 12(g) of the Act.

Neither this Schedule 13D nor the Indication Letter is an offer to purchase or a solicitation of an offer to sell any securities. Any solicitation or offer will only be made through separate materials filed with the U.S. Securities and Exchange Commission. Holders of Common Stock of the Issuer and other interested parties are urged to read these materials when and if they become available because they will contain important information. Holders of Common Stock of the Issuer of the will be able to obtain such documents (when and if available) free of charge at the Commission’s web site, www.sec.gov.

Item 5.                 Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated with the following:

(a)                                 As of March 2, 2018, the Reporting Persons, on a combined basis, are the beneficial owners of an aggregate of 52,190,808 shares of Common Stock of the Issuer, representing approximately 31.3% of the outstanding shares of Common Stock of the Issuer.(1)

Item 5(b) is hereby amended to amend the previously reported information as to Bruce A. Nordstrom as follows:

Bruce A. Nordstrom has:

(i)            sole power to vote or direct the vote of 19,190,430 shares of Common Stock;

(ii)           shared power to vote or direct the vote of 6,506,716 shares of Common Stock;

(iii)          sole power to dispose or direct the disposition of 19,190,430 shares of Common Stock; and

(iv)          shared power to dispose or direct the disposition of 6,506,716 shares of Common Stock.

Bruce A. Nordstrom reports beneficial ownership of 25,697,146 shares of Common Stock, representing 15.5% of the outstanding shares of Common Stock.

Item 5(b) is hereby amended to amend the previously reported information as to Anne E. Gittinger as follows:

Anne E. Gittinger has:

(i)            sole power to vote or direct the vote of 15,403,672 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 15,403,672 shares of Common Stock; and

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

Anne E. Gittinger reports beneficial ownership of 15,403,672 shares of Common Stock, representing 9.2% of the outstanding shares of Common Stock.

Item 5(b) is hereby amended to amend the previously reported information as to Blake W. Nordstrom as follows:

Blake W. Nordstrom has:

(i)            sole power to vote or direct the vote of 2,884,034 shares of Common Stock;

(ii)           shared power to vote or direct the vote of 526,081 shares of Common Stock;

(iii)          sole power to dispose or direct the disposition of 2,884,034  shares of Common Stock; and

(iv)          shared power to dispose or direct the disposition of 526,081 shares of Common Stock.

Blake W. Nordstrom reports beneficial ownership of 3,410,115 shares of Common Stock, representing 2.2% of the outstanding shares of Common Stock.

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The shares of Common Stock with respect to which Blake W. Nordstrom reports shared voting and dispositive power consist of 377,626 shares of Common Stock owned by Molly Nordstrom, as to which Mr. Nordstrom may be deemed to have shared beneficial ownership.

Item 5(b) is hereby amended to amend the previously reported information as to Erik B. Nordstrom as follows:

Erik B. Nordstrom has:

(i)            sole power to vote or direct the vote of 3,475,553 shares of Common Stock;

(ii)           shared power to vote or direct the vote of 42,646 shares of Common Stock;

(iii)          sole power to dispose or direct the disposition of 3,475,553shares of Common Stock; and

(iv)          shared power to dispose or direct the disposition of 42,646 shares of Common Stock.

Erik B. Nordstrom reports beneficial ownership of 3,518,199 shares of Common Stock, representing 2.0% of the outstanding shares of Common Stock.

The shares of Common Stock with respect to which Erik B. Nordstrom reports shared voting and dispositive power consist of 42,646 shares of Common Stock owned by his spouse, Julie Nordstrom, as to which Mr. Nordstrom may be deemed to have shared beneficial ownership.

Item 5(b) is hereby amended to amend the previously reported information as to James F. Nordstrom, Jr. as follows:

James F. Nordstrom, Jr. has:

(i)            sole power to vote or direct the vote of 865,637 shares of Common Stock;

(ii)           shared power to vote or direct the vote of 76,024 shares of Common Stock;

(iii)          sole power to dispose or direct the disposition of 865,637 shares of Common Stock; and

(iv)          shared power to dispose or direct the disposition of 76,024 shares of Common Stock.

James F. Nordstrom reports beneficial ownership of 941,661 shares of Common Stock, representing 0.6% of the outstanding shares of Common Stock.

The shares of Common Stock with respect to which James F. Nordstrom, Jr. reports shared voting and dispositive power consist of 429 shares of Common Stock owned by Lisa Nordstrom, as to which Mr. Nordstrom may be deemed to have shared beneficial ownership.

Item 5(b) is hereby amended to amend the previously reported information as to Peter E. Nordstrom as follows:

Peter E. Nordstrom has:

(i)            sole power to vote or direct the vote of 3,044,051 shares of Common Stock;

(ii)           shared power to vote or direct the vote of 324,421 shares of Common Stock;

(iii)          sole power to dispose or direct the disposition of 3,044,051 shares of Common Stock; and

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(iv)          shared power to dispose or direct the disposition of 324,421 shares of Common Stock.

Peter E. Nordstrom reports beneficial ownership of 3,368,472 shares of Common Stock, representing 2.0% of the outstanding shares of Common Stock.

The shares of Common Stock with respect to which Peter E. Nordstrom reports shared voting and dispositive power consist of 175,533 shares of Common Stock owned by Brandy Nordstrom, as to which Mr. Nordstrom may be deemed to have shared beneficial ownership.

Item 7.                 Material to be Filed as Exhibits.

Item 7 is hereby amended by adding the following at the end thereof:

(1)                                 Based on 166,582,350 shares of Common Stock issued and outstanding as of November 22, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the third fiscal quarter, 2017, the most recently filed Securities Exchange Act of 1934 filing made by the Issuer that contains outstanding share information, filed with the U.S. Securities and Exchange Commission on November 28, 2017.

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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.

Dated: March 5, 2018

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EXHIBIT INDEX

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Exhibit 29

March 5, 2018

Special Committee of the Board of Directors

Nordstrom, Inc.

1617 Sixth Avenue

Seattle, Washington

Ladies and Gentlemen:

As publicly disclosed, certain members of the Nordstrom family (the “Family” or “we”), representing approximately 31.3% of the outstanding shares of the common stock of Nordstrom, Inc. (“Nordstrom” or the “Company”) have been exploring the possibility, in light of the changing dynamics in the retail marketplace, of making a proposal to acquire Nordstrom in a going private transaction. In that connection, the Special Committee approved the formation by the Family of a group to pursue such exploration.

With the approach of the 2017 year-end, due to the difficulty of obtaining debt financing in light of uncertain holiday sales and severe operating pressures in the retail sector generally, the Family suspended active exploration of the possibility of proposing a transaction. The management members of the Family Group instead decided, after discussions with the Special Committee, to maintain their focus on the execution of the Company’s business plan for the balance of the year. However, following inquiry by the Special Committee, we indicated that we intended to continue our efforts to explore the possibility of making a proposal after such time.

As we trust you are aware, through a transparent and collaborative process between the Family Group and the Special Committee, involving the participation of your financial advisors in key meetings, much progress has been made during our renewed efforts towards being in position to make a proposal with committed financing in an accelerated but requisite timeline.

In such regard, the members of the Family Group have indicated their willingness as part of any proposed transaction to contribute personal shares approximating $2.0 billion in value. The Family has enlisted the support and participation of Leonard Green & Partners, L.P., a leading private equity investment firm with a strategic focus on the consumer/retail sector. The Family Group has been advised that Leonard Green and its affiliated funds, together with certain of its limited partners, would be willing to commit up to $1.5 billion to $2.0 billion in financing in connection with a transaction. In addition, our representatives are in active discussions with several alternate capital providers to potentially complement and provide additional flexibility to our contemplated capital structure.

In late February, the Family Group received competitive proposals from ten major lending institutions indicating the availability of up to approximately $7.5 billion in debt financing under two alternative debt financing approaches that were outlined by our representatives. The Family Group has been advised that pursuing an advisory rating from the major rating agencies at this juncture is critical to obtaining satisfactory debt commitments. In that connection, we have retained a leading global investment bank to facilitate the rating agency process over the next three weeks.

Nonetheless, the Special Committee has requested that we provide an indication, without finalizing the financing, of the price that the Family Group would anticipate being willing to offer as part of any proposal.

While our preference would have been to continue our progress during the next few weeks before providing a proposal, together with customary commitments, we understand and have considered your request very seriously. We are pleased therefore to advise you that, subject to finalizing the commitments from the parties described above, we currently intend to submit a proposal to acquire 100% of the fully diluted common stock of Nordstrom owned by the Company’s unaffiliated shareholders at a purchase price per share of common stock of $50.00.

This purchase price would represent a premium of 24% over the undisturbed share price of $40.48 as of June 7, 2017, immediately prior to our public announcement of the formation of a group to consider a going private transaction. This indication is based on our understanding of the total shares outstanding on a fully-diluted basis as of March 2, 2018.

Our proposal would require that it be approved by the Special Committee and the Board and the two-thirds vote of all shareholders required by Washington state law, including a majority of the outstanding shares of the Company other than shares held by the Family Group. The Family Group would exchange approximately 79% of the shares held by it for shares of the surviving corporation with the balance of our shares, representing approximately 10 million shares, converted into the same merger consideration received by unaffiliated shareholders.

We firmly believe that such a proposal involving a continued controlling interest held by the Family would represent an attractive outcome for Nordstrom, its shareholders, employees, customers, vendors and the communities in which Nordstrom operates. A transaction would ensure that the Company has the flexibility to successfully navigate a challenging retail landscape at a critical time when the public market for retail stocks is highly volatile and increasingly focused on short-term results and risks. At the same time, this proposal would provide shareholders the opportunity to realize a purchase price at a significant premium to what we believe would be the Company’s “unaffected” stock price (in light of the $40.48 price per share immediately prior to our public announcement of the formation of a group to consider a going private transaction), allowing shareholders to avoid these risks inherent in the current changing retail environment.

In pursuing a possible transaction, we reiterate that in the capacity as shareholders of the Company, members of the Family Group are only interested in acquiring the shares of the Company that we do not currently own, and accordingly, we continue to have no interest in a disposition or sale of our holdings in Nordstrom, nor is it our intention, in our capacity as shareholders, to vote in favor of any alternative sale, merger or similar transaction involving the Company.

In accordance with our legal obligations, we will promptly file an amendment to our Schedule 13D, including a copy of this letter.

This letter creates no binding obligation on the part of Nordstrom, the Family Group, Leonard Green or any other person with respect to any transaction unless and until such time as a proposal is made and definitive agreements are entered into between Nordstrom, the Family Group, Leonard Green and such other persons, as applicable.

On Behalf of the Nordstrom Family Group