Nordstrom Form 4 / Ken Worzel ownership change

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^*

Worzel Ken

(Last)

(First)

(Middle)

C/O NORDSTROM, INC.

1617 SIXTH AVENUE

(Street)

SEATTLE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Customer Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/04/2024		A		1,064⁽¹⁾	A	$23.99	216,010	D
Common Stock	12/04/2024		F		1,064⁽²⁾	D	$23.99	214,946	D
Common Stock	12/04/2024		F		2,936⁽³⁾	D	$23.99	212,010	D
Common Stock								5,652	I	By 401(k) Plan, per Plan statement dated 11/30/2024

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Units	⁽⁴⁾	12/04/2024		M			448⁽⁵⁾	03/10/2025	03/10/2025	Common Stock	448	$23.99	58,045	D
Performance Share Units	⁽⁴⁾	12/04/2024		M			616⁽⁵⁾	03/10/2026	03/10/2026	Common Stock	616	$23.99	80,538	D

Explanation of Responses:

1. Represents shares acquired as a result of conversion of Performance Share Units described in Footnote (5) to this Form 4, which shares were simultaneously withheld to pay the reporting person's federal, state and Federal Insurance Contributions Act ("FICA") tax. This transaction is exempt pursuant to Rule 16b-3(d) of the Exchange Act.

2. Represents shares withheld following conversion of Performance Share Units, described in Footnote (5) to this Form 4, to pay the reporting person's FICA tax. This transaction is exempt pursuant to Rule 16b-3(e) of the Exchange Act.

3. 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.

4. Performance Share Units convert into common stock on a one-for-one basis.

5. Represents the conversion of Performance Share Units to shares in order to allow for the satisfaction of a FICA tax obligation arising from the reporting person being eligible for retirement under the underlying award. This transaction is exempt pursuant to Rule 16b-3(e) of the Exchange Act.

Remarks:

	Brian B. DeFoe, Attorney-in-Fact for Ken Worzel	12/06/2024
	** 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.

Nordstrom (JWN) Form 4NORDSTROM / Ken Worzel ownership change