4//SEC Filing
Chandler Fanya 4
Accession 0000072333-25-000077
CIK 0000072333other
Filed
May 19, 8:00 PM ET
Accepted
May 20, 4:56 PM ET
Size
30.5 KB
Accession
0000072333-25-000077
Insider Transaction Report
Form 4
Chandler Fanya
President, Nordstrom Stores
Transactions
- Disposition to Issuer
Common Stock
2025-05-20−2,767→ 153,473 total - Disposition to Issuer
Employee Stock Option (right to buy)
2025-05-20−8,397→ 0 totalExercise: $19.63→ Common Stock (8,397 underlying) - Disposition to Issuer
Common Stock
2025-05-20−25,907→ 73,057 total - Disposition to Issuer
Common Stock
2025-05-20−73,057→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2025-05-20−3,540→ 0 totalExercise: $51.32→ Common Stock (3,540 underlying) - Disposition to Issuer
Performance Share Units
2025-05-20−27,440→ 0 total→ Common Stock (27,440 underlying) - Disposition to Issuer
Common Stock
2025-05-20−6,030→ 124,869 total - Disposition to Issuer
Common Stock
2025-05-20−22,574→ 130,899 total - Disposition to Issuer
Common Stock
2025-05-20−25,905→ 98,964 total - Disposition to Issuer
Employee Stock Option (right to buy)
2025-05-20−6,121→ 0 totalExercise: $35.52→ Common Stock (6,121 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-05-20−8,253→ 0 totalExercise: $25.68→ Common Stock (8,253 underlying) - Disposition to Issuer
Performance Share Units
2025-05-20−42,376→ 0 total→ Common Stock (42,376 underlying) - Disposition to Issuer
Common Stock
2025-05-20−3,201→ 0 total(indirect: By 401(k))
Footnotes (8)
- [F1]On May 20, 2025 pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of December 22, 2024, by and among Nordstrom, Inc. ("Company"), Nordstrom Holdings, Inc. (formerly Norse Holdings, Inc.) ("Parent"), and Navy Acquisition Co. Inc. ("Acquisition Sub"), Acquisition Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent. As a result of the consummation of the Merger, the Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- [F2]Represents outstanding unvested restricted stock units ("RSUs") representing the contingent right to receive one share of common stock, no par value, of the Company ("Common Stock"), which, pursuant to the Merger Agreement, immediately prior to the effective time of the Merger (the "Effective Time"), were cancelled and converted into the contingent right to receive a payment in cash of an amount equal to, without interest and less any required tax withholdings, the product of (1) the number of shares of Common Stock subject to such unvested RSU, multiplied by (2) $24.50, provided, however, that the cash received for such unvested RSU continues to have, and be subject to, the same terms and conditions (including with respect to vesting and timing of payment) as such unvested RSU, subject to certain exceptions set forth in the Merger Agreement.
- [F3]Represents shares of Common Stock which, at the Effective Time, were cancelled and converted into the right to receive $24.25 per share in cash, without interest and less any required tax withholdings.
- [F4]Represents shares of Common Stock held indirectly under the Nordstrom 401(k) Plan (the "401(k) Plan") which, at the Effective Time, were disposed pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $24.25 per share in cash, with such cash reallocated and invested under an alternative investment option under the 401(k) Plan.
- [F5]Represents options which, under the Merger Agreement, immediately prior to the Effective Time, were cancelled in exchange for no consideration.
- [F6]Represents options which, pursuant to the Merger Agreement, immediately prior to the Effective Time, were cancelled and converted into the contingent right to receive a payment in cash of an amount equal to, without interest and less any required tax withholdings, the product of (1) the total number of shares of Common Stock subject to such cancelled option, multiplied by (2) the excess, if any, of (a) $24.50 over (b) the exercise price per share of Common Stock subject to such cancelled option; provided, however, that the cash received for any option continued to have, and be subject to, the same terms and conditions (including with respect to vesting and timing of payment) as applied to the corresponding option immediately prior to the Effective Time, subject to certain exceptions set forth in the Merger Agreement.
- [F7]Performance share units ("PSUs") represents a contingent right to receive one share of Common Stock.
- [F8]Represents outstanding unvested PSUs which, pursuant to the Merger Agreement, immediately prior to the effective date of the Merger, were cancelled and converted into the contingent right to receive a payment in cash of an amount equal to, without interest and less any required tax withholdings, the product of (1) the number of shares of Common Stock subject to such unvested PSU (as eventually determined based on actual performance for the applicable performance period based on the applicable terms of such unvested PSU) multiplied by (2) $24.50; provided, however, that the cash received for such unvested PSU continues to have, and be subject to, the same terms and conditions (including with respect to vesting and timing of payment) as such PSU, subject to certain exceptions set forth in the Merger Agreement.
Documents
Issuer
NORDSTROM INC
CIK 0000072333
Entity typeother
Related Parties
1- filerCIK 0001994676
Filing Metadata
- Form type
- 4
- Filed
- May 19, 8:00 PM ET
- Accepted
- May 20, 4:56 PM ET
- Size
- 30.5 KB