CATO CORP — Director's Dealing 2015

May 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CATO)
CIK: 0000018255
Period of Report: 2015-05-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-01	Class A Common Stock	A	4338	—	Acquired	23966	Direct
2015-05-01	Class A Common Stock	F	830	$39.60	Disposed	23136	Direct

Footnotes

F1: Compensation Committee awarded restricted shares on March 26, 2015. The grant was effective May 1, 2015, but the shares remain subject to a time-based vesting schedule.