Macy's, Inc. — Director's Dealing 2012

Feb 28, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Macy's, Inc. (M)
CIK: 0000794367
Period of Report: 2012-02-24

Reporting Person: Harrison Robert B (Executive Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26886	Direct
Common Stock	1743	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option to Purchase Common Stock	$31.68	2012-05-08	Common Stock (8376)		Direct
Option to Purchase Common Stock	$19.315	2013-05-14	Common Stock (5584)		Direct
Option to Purchase Common Stock	$24.975	2014-05-12	Common Stock (6534)		Direct
Option to Purchase Common Stock	$24.83	2014-11-10	Common Stock (17868)		Direct
Option to Purchase Common Stock	$33.055	2015-05-11	Common Stock (25126)		Direct
Option to Purchase Common Stock	$36.26	2016-03-24	Common Stock (10808)		Direct
Option to Purchase Common Stock	$46.15	2017-03-23	Common Stock (18500)		Direct
Option to Purchase Common Stock	$24.85	2018-03-21	Common Stock (30573)		Direct
Option to Purchase Common Stock	$25.32	2018-05-16	Common Stock (11207)		Direct
Option to Purchase Common Stock	$8.76	2019-03-20	Common Stock (43478)		Direct
Option to Purchase Common Stock	$20.89	2020-03-19	Common Stock (25227)		Direct
Option to Purchase Common Stock	$23.43	2021-03-25	Common Stock (50561)		Direct
Phantom Stock Units	$	2013-02-14	Common Stock (20303.87)		Direct

Footnotes

F1: Reflects the reporting person's interest in Macy's stock under the Issuer's 401(k) plan, derived by dividing the value of the undivided interest of the reporting person in the applicable investment fund as of February 27, 2012 by $37.37, the stock price of such date.

F2: Options became/become exercisable as follows: 2,094 on May 8, 2003; 2,094 on May 8, 2004; 2,094 on May 8, 2005 and 2,094 on May 8, 2006.

F3: Options became/become exercisable as follows: 1,396 on May 14, 2004; 1,396 on May 14, 2005; 1,396 on May 14, 2006 and 1,396 on May 14, 2007.

F4: Options became/become exercisable as follows: 1,634 on May 12, 2005; 1,633 on May 12, 2006; 1,634 on May 12, 2007 and 1,633 on May 12, 2008.

F5: Options became/become exercisable as follows: 4,467 on November 10, 2005; 4,467 on November 10, 2006; 4,467 on November 10, 2007 and 4,467 on November 10, 2008.

F6: Options became/become exercisable as follows: 6,282 on May 11, 2006; 6,281 on May 11, 2007; 6,282 on May 11, 2008 and 6,281 on May 11, 2009.

F7: Options became/become exercisable as follows: 2,702 on March 24, 2007; 2,702 on March 24, 2008; 2,702 on March 24, 2009 and 2,702 on March 24, 2010.

F8: Options became/become exercisable as follows: 4,625 on March 23, 2008; 4,625 on March 23, 2009; 4,625 on March 23, 2010 and 4,625 on March 23, 2011.

F9: Options became/become exercisable as follows: 7,644 on March 21, 2009; 7,643 on March 21, 2010; 7,643 on March 21, 2011 and 7,643 on March 21, 2012.

F10: Options became/become exercisable as follows: 2,802 on May 16, 2009; 2,802 on May 16, 2010; 2,802 on May 16, 2011 and 2,801 on May 16, 2012.

F11: Options became/become exercisable as follows: 21,739 on March 20, 2012 and 20,739 on March 20, 2013.

F12: Options became/become exercisable as follows: 6,307 on March 19, 2011; 6,307 on March 19, 2012; 6,307 on March 19, 2013 and 6,306 on March 19, 2014.

F13: Options became/become exercisable as follows: 12,641 on March 25, 2012; 12,640 on March 25, 2013; 12,640 on March 25, 2014 and 12,640 on March 25, 2015.

F14: The value of the Phantom Stock Units will be payable in cash on February 14, 2013.

F15: 1-for-1 conversion.