SEC Form 4 · accession 0000072333-19-000029
NORDSTROM INC · JWN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Erik B Nordstrom
Officer — Co-President · Director
Period of report
Mar 5, 2019
Accepted (ET)
Mar 7, 2019 · 9:04 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 | holding | — | — | — | 28,602 | I | By self as trustee for benefit of second child | |
| Common Stock | holding | — | — | — | 42,646 | I | By wife | |
| Common Stock | holding | — | — | — | 24,530 | I | By self as trustee for benefit of child | |
| Common Stock | holding | — | — | — | 24,732 | I | By 401 (k) Plan, per Plan statement dated 2/28/2019 |
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)F1,F2 | $45.33 | Mar 5, 2019 | A | 0 | A | — | Mar 5, 2029 | Common Stock | 0 | 0 | D |
| Performance Share UnitsF3 | — | Mar 5, 2019 | A | 37,629 | A | Mar 5, 2022 | Jan 29, 2022 | Common Stock | 37,629 | 37,629 | D |
Explanation of responses
- F1The number of options granted is not known at this time. The number is calculated as a function 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.
- F2Granted under the issuer's 2010 Equity Incentive Plan, exercisable in four equal annual installments, beginning on 3/10/2020.
- F3Each Performance Share Unit (PSU) represents a contingent right to receive one share of the Company's common stock. The percentage of PSUs granted that will actually be earned at the end of the three-year period is based upon the Company's free cash flow growth, earnings before interest and tax (EBIT) margin percent, and market share results over that same period.