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NORDSTROM INC FILES (8-K) Disclosing Unregistered Sale of Equity Securities, Other Events, Financial Statements and Exhibits

August 25, 2014

ITEM 3.02 Unregistered Sales of Equity Securities.

On August 22, 2014, Nordstrom, Inc. (the "Company") issued 4,680,139 shares of Company common stock, no par value ("Common Stock"), to certain former stockholders of Trunk Club, Inc. ("Trunk Club") in connection with the Company's acquisition by merger of Trunk Club (the "Acquisition"). Of the total issuance, 579,187 shares will be retained by the Company for various periods to satisfy post-closing adjustments and potential indemnity claims. These shares were issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions set forth in Section 4(2) of the Securities Act and Rule 506 promulgated thereunder. The Company agreed, in connection with the Acquisition, to prepare and file within five business days of the closing date of the Merger, a registration statement covering the resale of such shares of Common Stock of the Company.

ITEM 8.01 Other Events.

On August 22, 2014, the Company issued a press release announcing that it has closed its previously announced acquisition of Trunk Club. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

99.1 Press Release of Nordstrom, Inc. dated August 22, 2014 2


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Source: Edgar Glimpses

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