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CATO CORP Director's Dealing 2017

May 3, 2017

34293_dirs_2017-05-03_527acd4b-0c91-4e90-bdbe-1df999104640.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CATO)
CIK: 0000018255
Period of Report: 2017-05-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-01	Class A Common Stock	A	6342	—	Acquired	34286	Direct
2017-05-01	Class A Common Stock	F	1287	$22.44	Disposed	32999	Direct

Footnotes

F1: Compensation Committee awarded restricted shares on March 22, 2017. The grant was effective May 1, 2017, but the shares remain subject to a time-based vesting schedule.