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

Feb 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: COLE THOMAS L (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-24	Common Stock	M	156221	$36.99	Acquired	185287	Direct
2012-02-24	Common Stock	F	71971	$36.99	Disposed	113316	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-24	Performance Restricted Stock Units	$	M	151255	Disposed	2012-02-24	Common Stock (151255)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	282	Indirect

Footnotes

F1: In addition to the shares converted as reported on Table II, the reporting person also acquired 4,966 shares of common stock for dividends accrued on those shares during the performance period for the Performance Restricted Stock units.

F2: 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.

F3: 1-for-1 conversion.