Macy's, Inc. — Director's Dealing 2014

Mar 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Macy's, Inc. (M)
CIK: 0000794367
Period of Report: 2014-02-28

Reporting Person: LUNDGREN TERRY J (Director, Chairman, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-28	Common Stock	A	310385	—	Acquired	1008472	Direct
2014-03-03	Common Stock	S	310385	$56.9162	Disposed	698087	Direct
2014-03-04	Common Stock	S	284753	$57.9	Disposed	413334	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2354	Indirect

Footnotes

F1: Settlement of performance-based restricted stock units following a 3-year (2011-2013) performance period. Number includes 15,667 dividend shares accrued during the performance period.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $57.63 to $58.37, inclusive. The reporting person undertakes to provide to Macy's, Inc., any security holder of Macy's, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: 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 March 3, 2014 by $57.62, the stock price of such date.