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: COZART WOODY (SVP, GMM It's Fashion Division)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-01	Class A Common Stock	A	3842	—	Acquired	32444	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$15.45	2014-11-01	Class A Common Stock (0)	0	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.