Sec Form 3 Filing - Lionello Gemma @ NORDSTROM INC - 2023-09-13

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Lionello Gemma
2. Issuer Name and Ticker or Trading Symbol
NORDSTROM INC [ JWN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, Nordstrom Rack
(Last) (First) (Middle)
C/O NORDSTROM, INC., 1617 SIXTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
09/13/2023
(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 72,889 ( 1 ) D
Common Stock 21,165 I By 401(k) Plan, per Plan statement dated 8/31/2023
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
Employee Stock Option (right to buy) $ 57.16 ( 2 ) 03/03/2024 Common Stock 10,556 D
Employee Stock Option (right to buy) $ 75.23 ( 2 ) 02/24/2025 Common Stock 8,313 D
Employee Stock Option (right to buy) $ 51.32 ( 2 ) 02/28/2026 Common Stock 10,806 D
Employee Stock Option (right to buy) $ 40.5 ( 2 ) 06/07/2026 Common Stock 7,500 D
Employee Stock Option (right to buy) $ 46.66 ( 2 ) 02/28/2027 Common Stock 5,927 D
Employee Stock Option (right to buy) $ 45.33 ( 2 ) 03/05/2029 Common Stock 26,735 D
Employee Stock Option (right to buy) $ 35.52 ( 3 ) 03/04/2031 Common Stock 7,420 D
Employee Stock Option (right to buy) $ 25.68 ( 4 ) 03/03/2032 Common Stock 7,781 D
Employee Stock Option (right to buy) $ 19.63 ( 5 ) 03/06/2033 Common Stock 9,882 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lionello Gemma
C/O NORDSTROM, INC.
1617 SIXTH AVENUE
SEATTLE, WA98101
President, Nordstrom Rack
Signatures
/s/ Brian B. DeFoe, Attorney-in-Fact for Gemma Lionello 09/25/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Representing 38,902 shares of Common Stock and 33,987 Restricted Stock Units ("RSUs"). Upon vesting, each RSU converts to one share of Common Stock. Unvested RSUs consist of: 4,353 RSUs granted on 3/9/2020 and vesting on 3/10/2024; 4,564 RSUs granted on 3/4/2021 and vesting in two equal installments on each of 03/10/2024 and 3/10/2025; 3,375 RSUs granted on 8/26/2021 and vesting on 9/10/2024; 7,503 RSUs granted on 3/3/2022 and vesting in three equal installments on each of 3/10/2024, 3/10/2025 and 3/10/2026; and 14,192 RSUs granted on 3/6/2023 and vesting in four equal installments on each of 3/10/2024, 3/10/2025, 3/10/2026 and 3/10/2027.
( 2 )Fully vested.
( 3 )Vesting 50% on 3/10/2024 and 50% on 3/10/2025.
( 4 )Vesting 50% on 3/10/2025 and 50% on 3/10/2026.
( 5 )Vesting 50% on 3/10/2026 and 50% on 3/10/2027.

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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