Macy's, Inc. — Director's Dealing 2013

Feb 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Macy's, Inc. (M)
CIK: 0000794367
Period of Report: 2013-02-02

Reporting Person: HOGUET KAREN M (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-02	Common Stock	M	40788.82	—	Acquired	200532.82	Direct
2013-02-02	Common Stock	D	40788.82	$38.27	Disposed	159744	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-02	Phantom Stock Units	$	M	40788.82	Disposed	2013-02-02	Common Stock (40788.82)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2688	Indirect

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 1,783.30 stock credits resulting from a dividend reinvestment feature of the stock credit plan. Those shares were settled in cash at the same $38.27 per share price, or $68,246.89.

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.

F4: 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 4, 2013 by $38.72, the stock price of such date.