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: Clark David Wm (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-24	Common Stock	M	44213	$36.99	Acquired	44213	Direct
2012-02-24	Common Stock	F	18439	$36.99	Disposed	25774	Direct
2012-02-27	Common Stock	S	400	$36.76	Disposed	25374	Direct
2012-02-27	Common Stock	S	5099	$36.77	Disposed	20275	Direct
2012-02-27	Common Stock	S	2901	$36.78	Disposed	17374	Direct
2012-02-27	Common Stock	S	500	$36.79	Disposed	16874	Direct
2012-02-27	Common Stock	S	300	$36.8	Disposed	16574	Direct
2012-02-27	Common Stock	S	792	$36.81	Disposed	15782	Direct
2012-02-27	Common Stock	S	608	$36.82	Disposed	15174	Direct
2012-02-12	Common Stock	S	700	$36.83	Disposed	14474	Direct
2012-02-27	Common Stock	S	974	$36.84	Disposed	13500	Direct
2012-02-27	Common Stock	S	300	$36.85	Disposed	13200	Direct
2012-02-27	Common Stock	S	1800	$36.86	Disposed	11400	Direct
2012-02-27	Common Stock	S	3100	$36.87	Disposed	8300	Direct
2012-02-27	Common Stock	S	2376	$36.88	Disposed	5924	Direct
2012-02-27	Common Stock	S	1224	$36.89	Disposed	4700	Direct
2012-02-27	Common Stock	S	1600	$36.9	Disposed	3100	Direct
2012-02-27	Common Stock	S	900	$36.91	Disposed	2200	Direct
2012-02-27	Common Stock	S	600	$36.92	Disposed	1600	Direct
2012-02-27	Common Stock	S	800	$36.93	Disposed	800	Direct
2012-02-27	Common Stock	S	800	$36.95	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-24	Performance Restricted Stock Units	$	M	42808	Disposed	2012-02-24	Common Stock (42808)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1611	Indirect

Footnotes

F1: In addition to the shares converted as reported on Table II, the reporting person also acquired 1,405 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.