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Macy's, Inc. Director's Dealing 2010

Jan 5, 2010

31035_dirs_2010-01-05_fb29bd22-c5cd-4e94-8bec-1b7055ab46b0.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Macy's, Inc. (M)
CIK: 0000794367
Period of Report: 2009-12-31

Reporting Person: WHITTINGTON MARNA C (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-12-31 Common Stock M 413 Acquired 25539 Direct
2009-12-31 Common Stock D 413 $16.96 Disposed 25126 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-12-31 Phantom Stock Units $ M 413 Disposed 2009-12-31 Common Stock (413) Direct
2009-12-31 Phantom Stock Units $ A 894 Acquired 2012-12-31 Common Stock (894) Direct
2009-12-31 Phantom Stock Units $ A 893 Acquired Common Stock (893) Direct

Footnotes

F1: In connection with this transaction, the reporting person acquired 33 stock credits resulting from a dividend reinvestment feature of the directors' compensation program. Those shares were settled in cash at the same $16.96 per share price, or $559.68.

F2: The price is based on the average closing price, as reported on the New York Stock Exchange, for the 20 business days preceding the payment date.

F3: 1-for-1 conversion.

F4: The price noted is the average of the value of the stock units granted each month during the quarter for which this report is filed.

F5: Units are to be received by the reporting person upon termination from the Board of Directors.