Sec Form 4 Filing - NORDSTROM PETER E @ NORDSTROM INC - 2020-03-09

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 PETER E 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) Pres. & Chief Brand Officer (Last) (First) (Middle) C/O NORDSTROM, INC., 1617 SIXTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2020 (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 24,530 I By self as trustee for benefit of child. Common Stock 462.7712 I By wife 401 (k) Plan, per Plan statement dated 1/31/2020 Common Stock 33,701.2474 I By 401(k) Plan, per Plan statement dated 1/31/2020. Common Stock 2,527,609 D Common Stock 175,533 I By wife. Common Stock 24,530 I By self as trustee for benefit of second 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 Performance Share Units ( 1 ) 03/09/2020 A 66,786 03/10/2023 03/10/2023( 2 ) Common Stock 66,786 $ 0 66,786 D Employee Stock Option (right to buy) $ 26.79 03/09/2020 A 0 ( 3 ) ( 4 ) 03/09/2030 Common Stock 0 $ 26.79 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NORDSTROM PETER E C/O NORDSTROM, INC. 1617 SIXTH AVENUE SEATTLE, WA98101 X Pres. & Chief Brand Officer Signatures April Standridge, Attorney-in-Fact for Peter E. Nordstrom 03/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Performance Share Unit (PSU) represents a contingent right to receive 1 share of the Company's common stock. The PSUs may be earned over a 3-year period from FY 2020 through FY 2022, depending on the achievement of certain metrics. The number of PSUs awarded is a function of base pay, a PSU LTI percentage and the fair value of a PSU. The fair value of a PSU 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 PSUs granted is: number of PSUs=(base pay x PSU LTI%) / PSU fair value. The percentage of PSUs granted that will actually be earned at the end of the 3-year period is based upon the Company's free cash flow, earnings before interest and tax (EBIT) margin percent, and market share results over that same period. ( 2 )The actual expiration date of the award may be earlier depending on results during the performance cycle. ( 3 )The 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 option LTI%)/option fair value. This Form 4 will be amended to report the number of options granted when that number has been calculated. ( 4 )Granted under the issuer's 2019 Equity Incentive Plan, exercisable in four equal annual installments, beginning on 3/10/2021.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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