Macy's, Inc. — Director's Dealing 2016

Mar 21, 2016

144 1 esform144jb3212016.htm FORM 144 FOR JOEL BELSKY

| UNITED STATES — SECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549 | | | | OMB APPROVAL — OMB
Number 3235-0101 Expires: May 31, 2017 Estimated average burden hours per response ..... 1.0 |
| --- | --- | --- | --- | --- |
| FORM 144 | | | | SEC
USE ONLY |
| NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | | | | DOCUMENT SEQUENCE NO. |
| ATTENTION: Transmit for filing
3 copies of this form concurrently with either placing an order with a broker
to execute sale or executing a sale directly with a market maker. | | | | CUSIP NUMBER |
| 1 (a) NAME OF ISSUER (Please
type or print) Macy’s, Inc. | | (b) IRS IDENT. NO. 13-3324058 | (c) S.E.C. FILE NO. 794367 | WORK
LOCATION |
| 1 (d) ADDRESS OF ISSUER STREET
CITY
STATE ZIP CODE | | | (e) TELEPHONE
NO. | |
| 7 West Seventh
Street
Cincinnati Ohio 45202 | | | AREA CODE 513 | NUMBER 579-7000 |
| 2 (a) NAME OF PERSON FOR
WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD Joel A. Belsky | (b) RELATIONSHIP TO ISSUER Executive
Officer | (c) ADDRESS
STREET CITY
STATE ZIP CODE c/o
Macy’s, Inc. 7 West Seventh
Street
Cincinnati Ohio 45202 | | |

INSTRUCTION: The person filing this notice should contact the issuer to obtain the IRS. Identification Number and the S.E.C. File Number.

| 3
(a) | (b) | SEC USE ONLY | (c) | (d) | (e) | (f) | (g) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Title of the Class of Securities To Be Sold | Name and Address of Each Broker Through Whom the
Securities are to be Offered or Each Market Maker
who is Acquiring the Securities | Broker-Dealer File Number | Number of
Shares or Other Units To Be Sold (See
instr. 3(c)) | Aggregate Market Value (See
instr. 3(d)) | Number of
Shares or Other Units Outstanding (See
instr. 3(e)) | Approximate Date of Sale (See
instr. 3(f)) (MO
DAY YR) | Name of Each Securities Exchange (See
instr. 3(g)) |
| Common
Stock | Georgeson
Securities Corporation 144
Fernwood Avenue Edison,
NJ 08837 | | 3,599 | $161,487.13 (as
of 3/18/16) | 314,367,528 (as of 10/31/15) | 3/21/16 | New
York
Stock Exchange |

INSTRUCTIONS:

1. (a) Name of issuer (b) Issuer's I.R.S. Identification Number (c) Issuer's S.E.C. file number, if any (d) Issuer's address, including zip code (e) Issuer's telephone number, including area code 2. (a) Name of person for whose account the securities are to be sold (b) Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing) (c) Such person's address, including zip code 3. (a) Title of the class of securities to be sold (b) Name and address of each broker through whom the securities are intended to be sold (c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount) (d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice (e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer (f) Approximate date on which the securities are to be sold (g) Name of each securities exchange, if any, on which the securities are intended to be sold

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1147 (08-07)

TABLE I - SECURITIES TO BE SOLD Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

| Title of the Class | Date You Acquired | Nature of
Acquisition Transaction | Name of Person
from Whom Acquired (If gift, also give date donor acquired) | Amount of Securities Acquired | Date of Payment | Nature of
Payment |
| --- | --- | --- | --- | --- | --- | --- |
| Common
Stock | 3/19/13 | Restricted
Stock Units granted in 2013 under the Issuer’s 2009 Omnibus Stock Incentive
Plan. | Macy’s,
Inc. | 3,599 | N/A | N/A |

INSTRUCTIONS: If the securities were purchased and full payment therefore was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

Name and Address of Seller Title of Securities Sold Date of Sale Amount of Securities Sold Gross Proceeds

REMARKS:

(1) The filing of this Form 144 shall not be construed as an admission that the undersigned is an Affiliate of the Issuer.

INSTRUCTIONS: See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If each person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

3/21/2016 DATE OF NOTICE DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1 /s/ Linda J. Balicki (1) Linda J. Balicki, as attorney-in-fact for Joel A. Belsky pursuant to a Power of Attorney The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001).

SEC 1147 (02-08)