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

Mar 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Macy's, Inc. (M)
CIK: 0000794367
Period of Report: 2016-02-26

Reporting Person: HOGUET KAREN M (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-26	Common Stock	A	9903	—	Acquired	198459	Direct
2016-02-29	Common Stock	S	9903	$43.2475	Disposed	188556	Direct
2016-02-29	Common Stock	M	12266	$36.51	Acquired	200822	Direct
2016-02-29	Common Stock	S	12266	$43.5	Disposed	188556	Direct
2016-03-01	Common Stock	M	234	$36.51	Acquired	188790	Direct
2016-03-01	Common Stock	S	234	$43.5106	Disposed	188556	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-29	Option to Purchase Common Stock	$36.51	M	12266	Disposed	2016-07-11	Common Stock (12266)	Direct
2016-03-01	Option to Purchase Common Stock	$36.51	M	234	Disposed	2016-07-11	Common Stock (234)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2856	Indirect

Footnotes

F1: Settlement of performance-based restricted stock units following a 3-year (2013-2015) performance period. Number includes 578 dividend shares accrued during the performance period.

F2: 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 29, 2016 by $43.21, the stock price of such date.