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

Feb 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Macy's, Inc. (m)
CIK: 0000794367
Period of Report: 2017-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-24	Common Stock	P	30	$33.47	Acquired	285070	Direct
2017-02-24	Common Stock	G	310	—	Disposed	284760	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	157102	Indirect
Common Stock	2569	Indirect

Footnotes

F1: These shares were previously reported as 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 February 24, 2017 by $33.17, the stock price of such date.