SEC Form 4 · accession 0000072333-17-000010

NORDSTROM INC · JWN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

Blake W Nordstrom

Officer — President · Director

Period of report

Feb 27, 2017

Accepted (ET)

Feb 28, 2017 · 6:15 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000072333

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Feb 27, 2017	S	100	$46.20	D	2,115,346	D
Common Stock^F1,F2	Feb 27, 2017	S	1,458	$47.5871	D	2,113,888	D
Common Stock^F3	Feb 28, 2017	A	0	$0.00	A	2,113,888	D
Common Stock^F4	Feb 29, 2016	A	13,190	$0.00	A	2,113,888	D
Common Stock	holding	—	—		—	89,833	I	By 401(k) Plan, per Plan statement dated 1/31/2017.
Common Stock	holding	—	—		—	377,626	I	By wife.
Common Stock	holding	—	—		—	32,794	I	By self as trustee for benefit of child

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F5,F6	$46.66	Feb 28, 2017	A	0	A	—	Feb 28, 2027	Common Stock	0	0	D
Employee Stock Option (right to buy)^F7	$51.32	Feb 29, 2016	A	82,141	A	—	Feb 28, 2026	Common Stock	82,141	82,141	D

Explanation of responses

F1The sale reported herein is pursuant to a 10b5-a Trading Plan entered into on 8/29/2016.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.30 to $47.99, inclusive. The reporting person undertakes to provide to Nordstrom, Inc., any security holder of Nordstrom, Inc., or the staff of the Securities and Exchange Comission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F3Restricted Stock Award vesting in four equal annual installments commencing 3/10/2018. The number of Restricted Stock Units ("RSUs") granted are not known at this time. The number of RSUs to be awarded is a function of base pay, a 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 LTI%) / RSU fair value. This Form 4 will be amended to report the number of RSUs granted when the number has been calculated.
F4Originally reported on 3/2/2016, the Restricted Stock Award is corrected to update the vesting to reflect four equal annual installments commencing on 3/10/2017.
F5The number of options granted is not known at this time. The number is calculated as a function of base pay, a long-term incentive (LTI) percentage and the fair value of the option. The Binomial Lattice option valuation model will be used to estimate the fair value of the option. This model requires the input of certain assumptions, including risk-free interest rate, volatility, dividend yield, and expected life. The formula for determining the number of options granted is: number of options = (base pay x LTI%) / option fair value. This Form 4 will be amended to report the number of options granted when that number has been calculated.
F6Granted under the issuer's 2010 Equity Incentive Plan, exercisable in four equal annual installments commencing on 3/10/2018.
F7Originally reported on 3/2/2016, the option is corrected to update the vesting to reflect four equal annual installments commencing on 3/10/2017.