Macy's, Inc. — Director's Dealing 2017

Mar 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Macy's, Inc. (M)
CIK: 0000794367
Period of Report: 2017-03-24

Reporting Person: LUNDGREN TERRY J (Director, Executive Chair&Chairman of Bd)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-24	Options to Purchase Common Stock	$28.17	A	290076	Acquired	2027-03-24	Common Stock (290076)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	157102	Indirect
Common Stock	2572	Indirect

Footnotes

F1: These shares were previously reported as directly beneficially owned. On March 26, 2015 the reporting person contributed 156,930 shares to a grantor retained annuity trust ("GRAT #1"). On March 28, 2016, 61,288 shares were transferred back to the reporting person therefore leaving a total of 95,642 shares in GRAT #1. On November 13, 2015, the reporting person contributed 126,294 shares to a grantor retained annuity trust ("GRAT #2"). On February 24, 2017, 64,834 shares were transferred back to the reporting person therefore leaving a total of 61,460 shares in GRAT #2.

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 March 24, 2017 by $28.17, the stock price of such date.

F3: Grant to reporting person of options to purchase 290,076 shares of common stock under the Issuer's Amended and Restated 2009 Omnibus Incentive Compensation Plan. The options become exercisable in 25% increments on March 24, 2018, March 24, 2019, March 24, 2020 and March 24, 2021.