SEC Form 4 · accession 0000072333-17-000011
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
Peter E Nordstrom
Officer — Executive Vice President · Director
Period of report
Feb 24, 2017
Accepted (ET)
Feb 28, 2017 · 6:26 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 StockF1 | Feb 24, 2017 | S | 1,558 | $44.4922 | D | 2,289,363 | D | |
| Common StockF2 | Feb 28, 2017 | A | 0 | $0.00 | A | 2,289,363 | D | |
| Common StockF3 | Feb 29, 2016 | A | 13,190 | $0.00 | A | 2,289,363 | D | |
| Common Stock | holding | — | — | — | 29,947 | I | By 401 (k) Plan, per Plan statement dated 1/31/2017 | |
| Common Stock | holding | — | — | — | 175,533 | I | By wife. | |
| Common Stock | holding | — | — | — | 419 | I | By 401 (k) Plan, per Plan statement dated 1/31/2017 | |
| Common Stock | holding | — | — | — | 24,530 | I | By self as trustee for benefit of child. | |
| Common Stock | holding | — | — | — | 24,530 | 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)F4,F5 | $46.66 | Feb 28, 2017 | A | 0 | A | — | Feb 28, 2027 | Common Stock | 0 | 0 | D |
| Employee Stock Option (right to buy)F6 | $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.
- F2Restricted 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.
- F3Originally reported on 3/2/2016, the Restricted Stock Award is corrected to update the vesting to reflect four equal annual installments commencing 3/10/2017.
- F4The 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.
- F5Granted under the issuer's 2010 Equity Incentive Plan, exercisable in four equal annual installments commencing on 3/10/2018.
- F6Originally reported on 3/2/2016, the option is corrected to update the vesting to reflect four equal annual installments commencing on 3/10/2017.