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: CATO JOHN P D (Director, CHAIRMAN/PRESIDENT/CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-01	Class A Common Stock	A	28839	—	Acquired	271912	Direct
2012-05-01	Class A Common Stock	A	250	—	Acquired	13262	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	1740525	Direct
Class B Common Stock	3000	Indirect

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.