SEC FORM 4 SEC Form 4
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*
NORDSTROM BLAKE W

(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
NORDSTROM INC [ JWN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Co-President
3. Date of Earliest Transaction (Month/Day/Year)
09/20/2018
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
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock 09/20/2018 M 127,251(1)(2) A $12.58 2,519,436 D
Common Stock 09/20/2018 S 74,928(1) D $61.1618(4) 2,444,508 D
Common Stock 09/20/2018 S 49,873(1) D $61.96(5) 2,394,635 D
Common Stock 09/20/2018 S 2,150(1) D $63.1(6) 2,392,485 D
Common Stock 09/20/2018 S 300(1) D $63.75 2,392,185 D
Common Stock 94,457.7489 I By 401(k) Plan, per Plan statement dated 8/31/2018.
Common Stock 410,420 I By wife
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Option (right to buy) $12.58(1) 09/20/2018 M 127,251(2) (3) 02/27/2019 Common Stock 127,251 $0 0 D
Explanation of Responses:
1. The option exercise and sales reported herein are pursuant to a 10b5-1 Trading Plan entered into on 9/4/2018.
2. This option was previously reported as an option for 118,828 shares of common stock at an exercise price of $12.58 per share. The number of options was subsequently adjusted, pursuant to a special dividend adjustment on October 6, 2015, to reflect an additional option of 8,423 shares of common stock at the same price.
3. Exercisable in four equal annual installments commencing on 2/27/2010.
4. The price reported represents the weighted average price. These shares were sold in multiple transactions at prices ranging from $60.73 to $61.725, inclusive. The reporting person undertakes to provide to Nordstrom, Inc., any security holder of Nordstrom, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
5. The price reported represents the weighted average price. These shares were sold in multiple transactions at prices ranging from $61.73 to $62.70, inclusive. The reporting person undertakes to provide to Nordstrom, Inc., any security holder of Nordstrom, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
6. The price reported represents the weighted average price. These shares were sold in multiple transactions at prices ranging from $62.73 to $62.70, inclusive. The reporting person undertakes to provide to Nordstrom, Inc., any security holder of Nordstrom, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
Remarks:
Kaj Trapp, Attorney-in-Fact for Blake W. Nordstrom 09/21/2018
** 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.