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: Adams Tim M (Chief Private Brand Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-02	Common Stock	M	21186.75	—	Acquired	60713.75	Direct
2013-02-02	Common Stock	D	21186.75	$38.27	Disposed	39527	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-02	Phantom Stock Units	$	M	21186.75	Disposed	2013-02-02	Common Stock (21186.75)	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 926.29 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 $35,449.12.

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.