Macy's, Inc. — Director's Dealing 2011

Feb 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Macy's, Inc. (M)
CIK: 0000794367
Period of Report: 2011-01-31

Reporting Person: Adams Tim M (Chief Private Brand Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-31	Common Stock	M	13232.95	—	Acquired	20072.95	Direct
2011-01-31	Common Stock	D	13232.95	$23.71	Disposed	6840	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-31	Phantom Stock Units	$	M	13232.95	Disposed	2011-01-31	Common Stock (13232.95)	Direct

Footnotes

F1: Each phantom stock unit was the equivalent of one share of the Issuer's common stock.

F2: In connection with this transaction, the reporting person also acquired 837.55 stock credits resulting from a dividend reinvestment feature of the stock credit plan. Those share were settled in cash at the same $23.71 per share price, or $19,858.31.

F3: 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.