4//SEC Filing
Nordstrom James F JR 4
Accession 0001104659-25-051101
CIK 0000072333other
Filed
May 19, 8:00 PM ET
Accepted
May 20, 5:34 PM ET
Size
47.0 KB
Accession
0001104659-25-051101
Insider Transaction Report
Form 4
Nordstrom James F JR
Executive Vice President
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2025-05-20−38,057→ 0 totalExercise: $51.32→ Common Stock (38,057 underlying) - Disposition to Issuer
Common Stock
2025-05-20−769,883→ 0 total - Disposition to Issuer
Common Stock
2025-05-20−24,592→ 0 total(indirect: By Trust) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-05-20−41,991→ 0 totalExercise: $25.68→ Common Stock (41,991 underlying) - Disposition to Issuer
Common Stock
2025-05-20−44,667→ 769,883 total - Disposition to Issuer
Common Stock
2025-05-20−7,362.88→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-05-20−14,464→ 0 totalExercise: $46.66→ Common Stock (14,464 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-05-20−162,049→ 0 totalExercise: $14.79→ Common Stock (162,049 underlying) - Disposition to Issuer
Performance Share Units
2025-05-20−47,310→ 0 total→ Common Stock (47,310 underlying) - Disposition to Issuer
Common Stock
2025-05-20−44,664→ 814,550 total - Disposition to Issuer
Common Stock
2025-05-20−2,240.46→ 0 total(indirect: By Spouse) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-05-20−67,257→ 0 totalExercise: $45.33→ Common Stock (67,257 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-05-20−30,501→ 0 totalExercise: $35.52→ Common Stock (30,501 underlying) - Disposition to Issuer
Performance Share Units
2025-05-20−73,063→ 0 total→ Common Stock (73,063 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-05-20−53,333→ 0 totalExercise: $19.63→ Common Stock (53,333 underlying) - Disposition to Issuer
Common Stock
2025-05-20−429→ 0 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2025-05-20−24,592→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2025-05-20−24,593→ 0 total(indirect: By Trust) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-05-20−11,716→ 0 totalExercise: $40.50→ Common Stock (11,716 underlying) - Disposition to Issuer
Performance Share Units
2025-05-20−39,718→ 0 total→ Common Stock (39,718 underlying)
Footnotes (10)
- [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").
- [F10]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.
- [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, pursuant to the Merger Agreement and the Rollover, Voting and Support Agreement, dated as of December 22, 2024, by and among the Company, Parent, and the shareholders listed on the signature pages thereto, as amended, immediately prior to the Effective Time, were transferred, contributed and delivered to Parent in exchange for newly issued shares of common stock of Parent.
- [F4]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.
- [F5]Shares are held in trust with Reporting Person as trustee.
- [F6]Represents options which, under the Merger Agreement, whether vested or unvested, immediately prior to the Effective Time, were cancelled in exchange for no consideration.
- [F7]Represents outstanding and unexercised vested options which, pursuant to the Merger Agreement, immediately prior to the Effective Time, were cancelled and converted into the 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 vested 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 vested option.
- [F8]Represents unvested 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 unvested 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 unvested option; provided, however, that the cash received for any unvested 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 unvested option immediately prior to the Effective Time, subject to certain exceptions set forth in the Merger Agreement.
- [F9]Performance share units ("PSUs") represents a contingent right to receive one share of Common Stock.
Documents
Issuer
NORDSTROM INC
CIK 0000072333
Entity typeother
Related Parties
1- filerCIK 0001318745
Filing Metadata
- Form type
- 4
- Filed
- May 19, 8:00 PM ET
- Accepted
- May 20, 5:34 PM ET
- Size
- 47.0 KB