Form 4: Nordstrom Executive Alexandra F. Nordstrom Reports Changes in Beneficial Ownership Following Merger
SEC Form 4 Filing
Alexandra F. Nordstrom, a member of a 10% owner group of Nordstrom Inc., reports the transfer of common stock to Nordstrom Holdings, Inc. (Parent) following the merger with Navy Acquisition Co. Inc.
Summary
- Alexandra F. Nordstrom, identified as a member of a 10% owner group, filed a Form 4 detailing changes in beneficial ownership of Nordstrom Inc. common stock.
- The filing is triggered by the merger of Navy Acquisition Co. Inc. into Nordstrom, Inc., with Nordstrom surviving as a wholly-owned subsidiary of Nordstrom Holdings, Inc. (Parent).
- As a result of the merger, Nordstrom's common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.
- Nordstrom transferred 76,996 and 96,394 shares of common stock to Parent in exchange for newly issued shares of common stock of Parent, pursuant to the Merger Agreement and the Rollover, Voting and Support Agreement.
- The 96,394 shares are held in a trust with Nordstrom as trustee.
Sentiment
Score: 6
Explanation: The sentiment is neutral as the filing is a routine disclosure following a pre-agreed merger. There are no indications of unexpected issues or concerns.
Negatives
- Nordstrom's common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.
Future Outlook
The company will be a wholly owned subsidiary of Parent.
Industry Context
This filing reflects a common corporate restructuring event where a company goes private through a merger, leading to changes in stock ownership and delisting from public exchanges.
Stakeholder Impact
- Shareholders of Nordstrom Inc. have had their shares converted as part of the merger agreement.
- Employees may experience changes as the company transitions to private ownership.
Key Dates
| Date | Description |
|---|---|
| 12/22/2024 | Date of the Merger Agreement and the Rollover, Voting and Support Agreement. |
| 05/20/2025 | Date of the transaction (Merger) and filing of the Form 4. |
Keywords
Form 4, Beneficial Ownership, Merger, Nordstrom, JWN, Alexandra F. Nordstrom, Nordstrom Holdings, Delisting, Deregistration
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