CATO CORP — Director's Dealing 2012

May 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CATO)
CIK: 0000018255
Period of Report: 2012-05-01

Reporting Person: HEADLEY STEPHEN (SVP, SOURCING AND MDSE SUPPORT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-01	Class A Common Stock	A	2498	—	Acquired	11676	Direct
2012-05-01	Class A Common Stock	F	342	$28.23	Disposed	11334	Direct

Footnotes

F1: Compensation Committee awarded restricted shares on March 22, 2012. The grant was effective May 1, 2012, but the shares remain subject to a time-based vesting schedule.