Sec Form 4 Filing - NORDSTROM ERIK B @ NORDSTROM INC - 2016-02-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
NORDSTROM ERIK B
2. Issuer Name and Ticker or Trading Symbol
NORDSTROM INC [ JWN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
C/O NORDSTROM, INC., 1617 SIXTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/24/2016
(Street)
SEATTLE, WA98101
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 02/24/2016 A 6,528 ( 1 ) A $ 0 2,382,837 D
Common Stock 02/24/2016 F 2,739 ( 2 ) D $ 51.92 2,380,098 D
Common Stock 02/24/2016 F 413 ( 3 ) D $ 51.92 2,379,685 D
Common Stock 22,158.271 I By 401(k) Plan, per Plan statement dated 1/31/2016.
Common Stock 42,646 I By wife
Common Stock 32,794 I By self as trustee for benefit of child
Common Stock 28,602 I By self as trustee for benefit of child
Common Stock 24,530 I By self as trustee for benefit of child
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NORDSTROM ERIK B
C/O NORDSTROM, INC.
1617 SIXTH AVENUE
SEATTLE, WA98101
X Executive Vice President
Signatures
Paula McGee, Attorney-in-Fact for Erik B. Nordstrom 02/26/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Settlement of Performance Rights which were awarded by the Board's Compensation Committee on 2/27/2013 pursuant to the Nordstrom, Inc. 2010 Equity Incentive Plan. The Performance Rights vested on 2/24/2016, based upon the Compensation Committee's determination that the applicable performance criteria had been met as of 1/31/2016.
( 2 )Exercise of tax withholding right upon settlement of Performance Shares. The tax withholding right was previously approved by the Board's Compensation Committee at the time of the Performance Share grant.
( 3 )Withholding of shares to satisfy tax obligation on vesting of restricted shares.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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