Fanya Chandler Form 3 NORDSTROM / Fanya Chandler ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Chandler Fanya

(Last) (First) (Middle)

C/O NORDSTROM, INC.

1617 SIXTH AVENUE

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/13/2023

3. Issuer Name and Ticker or Trading Symbol
NORDSTROM INC [ JWN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Nordstrom Stores

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	105,149(1)	D
Common Stock	2,656	I	By 401(k) Plan, per Plan statement dated 8/31/2023

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(2)	03/03/2024	Common Stock	2,680	57.16	D
Employee Stock Option (right to buy)	(2)	02/24/2025	Common Stock	2,790	75.23	D
Employee Stock Option (right to buy)	(2)	02/28/2026	Common Stock	3,540	51.32	D
Employee Stock Option (right to buy)	(3)	03/04/2031	Common Stock	6,121	35.52	D
Employee Stock Option (right to buy)	(4)	03/03/2032	Common Stock	8,253	25.68	D
Employee Stock Option (right to buy)	(5)	03/06/2033	Common Stock	8,397	19.63	D

Explanation of Responses:

1. Representing 32,872 shares of Common Stock and 72,277 Restricted Stock Units ("RSUs"). Upon vesting, each RSU converts to one share of Common Stock. Unvested RSUs consist of: 2,880 RSUs granted on 3/9/2020 and vesting on 3/10/2024; 3,892 RSUs granted on 3/4/2021 and vesting in two equal installments on each of 03/10/2024 and 3/10/2025; 8,299 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; 45,147 RSUs granted on 5/26/2022 and vesting in two equal installments on each of 6/10/2024 and 6/10/2025; and 12,059 RSUs granted on 3/6/2023 and vesting in four equal installments on 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.

Remarks:

	/s/ Brian B. DeFoe, Attorney-in-Fact for Fanya Chandler	09/25/2023
	** Signature of Reporting Person	Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.