SEC Form 4 · accession 0000072333-19-000036
NORDSTROM INC · JWN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James F Nordstrom Jr.
Officer — President, Stores
Period of report
Mar 5, 2019
Accepted (ET)
Mar 7, 2019 · 9:13 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 | Mar 5, 2019 | A | 9,773 | $45.33 | A | 470,802 | D | |
| Common Stock | holding | — | — | — | 24,592 | I | By self as trustee for benefit of child 2 | |
| Common Stock | holding | — | — | — | 5,638 | I | By 401(k) Plan, per Plan statement dated 2/28/2019. | |
| Common Stock | holding | — | — | — | 429 | I | By wife | |
| Common Stock | holding | — | — | — | 24,592 | I | By self as trustee for benefit of second child | |
| Common StockF2 | holding | — | — | — | 250,000 | I | See | |
| Common Stock | holding | — | — | — | 24,593 | I | By self as trustee for benefit of child | |
| Common Stock | holding | — | — | — | 1,869 | I | By wife in 401(k) Plan, per Plan statement dated 1/31/2019 |
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)F3,F4 | $45.33 | Mar 5, 2019 | A | 0 | A | — | Mar 5, 2029 | Common Stock | 0 | 0 | D |
| Performance Share UnitsF5 | — | Mar 5, 2019 | A | 14,351 | A | Mar 5, 2022 | Jan 29, 2022 | Common Stock | 14,351 | 14,351 | D |
Explanation of responses
- F1Restricted Stock Unit vesting in four equal annual installments commencing on 3/10/2020. 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.
- F2By self as trustee for my benefit and the benefit of my children under the James F. Nordstrom, Jr. 2017 Annuity Trust I.
- F3The 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.
- F4Granted under the issuer's 2010 Equity Incentive Plan, exercisable over four years, with 50% vesting on each of March 10, 2022 and March 10, 2023
- F5Each 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.