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Macy's, Inc. Director's Dealing 2016

Mar 24, 2016

31035_dirs_2016-03-24_60287eaf-c367-4645-8ca4-811f2336141d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Macy's, Inc. (M)
CIK: 0000794367
Period of Report: 2016-03-23

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-03-23 Common Stock M 177352 $36.26 Acquired 336270 Direct
2016-03-23 Common Stock S 177352 $43.478 Disposed 158918 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-03-23 Option to Purchase Common Stock $36.26 M 177352 Disposed 2016-03-24 Common Stock (177352) Direct
2016-03-23 Option to Purchase Common Stock $43.42 A 324675 Acquired 2026-03-23 Common Stock (324675) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 283224 Indirect
Common Stock 2463 Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $42.92 to $43.82, inclusive. The reporting person undertakes to provide 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.

F2: These shares were previously reported as directly beneficially owned, but 156,930 shares were contributed to a grantor retained annuity trust (GRAT) on March 26, 2015 and 126,294 shares were transferred to a GRAT on November 13, 2015.

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 23, 2016 by $43.42, the stock price of such date.

F4: Grant to reporting person of options to purchase 324,675 shares of common stock under the Issuer's 2009 Omnibus Incentive Compensation Plan. The options become exercisable in 25% increments on March 23, 2017, March 23, 2018, March 23, 2019 and March 23, 2020.