Macy's, Inc. — Director's Dealing 2022

Mar 25, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Macy's, Inc. (M)
CIK: 0000794367
Period of Report: 2022-03-24

Reporting Person: Gennette Jeffrey (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-24	Common Stock	A	190662	—	Acquired	423160	Direct
2022-03-24	Common Stock	F	10637	$26.35	Disposed	412523	Direct
2022-03-25	Common Stock	S	89158	$26.3352	Disposed	323365	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-24	Restricted Stock Units	$	A	161290	Acquired		Common Stock (161290)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4447.65	Indirect

Footnotes

F1: Settlement of performance restricted stock units granted in March 2019 following a 3-year (fiscal 2019 - 2021) performance period. Number includes 19,234 dividend shares accrued during the performance period.

F2: Withholding by Macy's, Inc. of 10,637 shares of common stock to satisfy reporting person's tax withholding obligations in connection with the vesting of accrued dividends on performance restricted stock units and delivery of common stock on March 24, 2022 and does not represent a discretionary transaction by the reporting person.

F3: Represents the number of shares sold by the reporting person to cover tax withholding obligations upon the vesting of restricted shares and does not represent a discretionary transaction by the reporting person.

F4: The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $26.10 to $26.71, inclusive. The reporting person undertakes to provide to Macy's, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to the Form 4.

F5: 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, 2022 by $26.35 the stock price on such date.

F6: Each restricted stock unit represents the equivalent of one share of the Issuer's common stock.

F7: The restricted stock units vest one-fourth on each of the first, second, third and fourth anniversaries of the date granted.