SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Harper John T.

(Last)

(First)

(Middle)

7 WEST SEVENTH STREET

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2020

3. Issuer Name and Ticker or Trading Symbol
Macy's, Inc. [ M ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operations Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,310	D
Common Stock	23,090.0533	I	By 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to Purchase Common Stock	⁽¹⁾	03/23/2022	Common Stock	6,137	$39.84	D
Options to Purchase Common Stock	⁽²⁾	03/19/2023	Common Stock	12,345	$41.67	D
Options to Purchase Common Stock	⁽³⁾	03/28/2024	Common Stock	15,731	$58.92	D
Options to Purchase Common Stock	⁽⁴⁾	03/27/2025	Common Stock	15,399	$63.65	D
Options to Purchase Common Stock	⁽⁵⁾	03/23/2026	Common Stock	25,974	$43.42	D
Options to Purchase Common Stock	⁽⁶⁾	03/24/2027	Common Stock	48,854	$28.17	D
Options to Purchase Common Stock	⁽⁷⁾	03/23/2028	Common Stock	30,581	$27.21	D
Options to Purchase Common Stock	⁽⁸⁾	03/21/2029	Common Stock	38,910	$24.03	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	5,513	⁽¹⁰⁾	D
Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Stock	27,563	⁽¹⁰⁾	D
Restricted Stock Units	⁽¹²⁾	⁽¹²⁾	Common Stock	8,322	⁽¹⁰⁾	D

Explanation of Responses:

1. Options became exercisable as follows: 6,137 on March 23, 2016.

2. Options became exercisable as follows: 6,173 on March 19, 2016; 6,172 on March 19, 2017.

3. Options became exercisable as follows: 3,933 on March 28, 2015; 3,933 on March 28, 2016; 3,933 on March 28, 2017; 3,932 on March 28, 2018.

4. Options became exercisable as follows: 3,850 on March 27, 2016; 3,850 on March 27, 2017; 3,850 on March 27, 2018; 3,849 on March 27, 2019.

5. Options became exercisable as follows: 6,494 on March 23, 2017; 6,494 on March 23, 2018; 6,493 on March 23, 2019; 6,493 on March 23, 2020.

6. Options became exercisable as follows: 12,214 on March 24, 2018; 12,214 on March 24, 2019; 12,213 on March 24, 2020; 12,213 on March 24, 2021.

7. Options became exercisable as follows: 7,646 on March 23, 2019; 7,645 on March 23, 2020; 7,645 on March 23, 2021; 7,645 on March 23, 2022.

8. Options become exercisable as follows: 9,728 on March 21, 2020; 9,728 on March 21, 2021; 9,727 on March 21, 2022; 9,727 on March 21, 2023.

9. The restricted stock units vest in one-third annual installments beginning March 23, 2020.

10. Each restricted stock unit represents a contingent right to receive one share of Macy's Common Stock.

11. The restricted stock units vest in one-half annual installments beginning March 23, 2020.

12. The restricted stock units vest in one-fourth annual installments beginning March 21, 2020.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Steven R. Watts, as attorney-in-fact for John T. Harper pursuant to a Power of Attorney	02/07/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.