SEC Filing | Nordstrom

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lionello Gemma

(Last)

(First)

(Middle)

C/O NORDSTROM, INC.

1617 SIXTH AVENUE

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/13/2023

3. Issuer Name and Ticker or Trading Symbol
NORDSTROM INC [ JWN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Nordstrom Rack

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	72,889⁽¹⁾	D
Common Stock	21,165	I	By 401(k) Plan, per Plan statement dated 8/31/2023

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	03/03/2024	Common Stock	10,556	57.16	D
Employee Stock Option (right to buy)	⁽²⁾	02/24/2025	Common Stock	8,313	75.23	D
Employee Stock Option (right to buy)	⁽²⁾	02/28/2026	Common Stock	10,806	51.32	D
Employee Stock Option (right to buy)	⁽²⁾	06/07/2026	Common Stock	7,500	40.5	D
Employee Stock Option (right to buy)	⁽²⁾	02/28/2027	Common Stock	5,927	46.66	D
Employee Stock Option (right to buy)	⁽²⁾	03/05/2029	Common Stock	26,735	45.33	D
Employee Stock Option (right to buy)	⁽³⁾	03/04/2031	Common Stock	7,420	35.52	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/03/2032	Common Stock	7,781	25.68	D
Employee Stock Option (right to buy)	⁽⁵⁾	03/06/2033	Common Stock	9,882	19.63	D

Explanation of Responses:

1. Representing 38,902 shares of Common Stock and 33,987 Restricted Stock Units ("RSUs"). Upon vesting, each RSU converts to one share of Common Stock. Unvested RSUs consist of: 4,353 RSUs granted on 3/9/2020 and vesting on 3/10/2024; 4,564 RSUs granted on 3/4/2021 and vesting in two equal installments on each of 03/10/2024 and 3/10/2025; 3,375 RSUs granted on 8/26/2021 and vesting on 9/10/2024; 7,503 RSUs granted on 3/3/2022 and vesting in three equal installments on each of 3/10/2024, 3/10/2025 and 3/10/2026; and 14,192 RSUs granted on 3/6/2023 and vesting in four equal installments on each of 3/10/2024, 3/10/2025, 3/10/2026 and 3/10/2027.

2. Fully vested.

3. Vesting 50% on 3/10/2024 and 50% on 3/10/2025.

4. Vesting 50% on 3/10/2025 and 50% on 3/10/2026.

5. Vesting 50% on 3/10/2026 and 50% on 3/10/2027.

Remarks:

	/s/ Brian B. DeFoe, Attorney-in-Fact for Gemma Lionello	09/25/2023
	** 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 5 (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.