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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Ongman Patti H

(Last)

(First)

(Middle)

C/O MACY'S, INC.

7 WEST SEVENTH STREET

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/24/2017

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 Merchandise Planning Ofc

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	1,557	D
Common Stock	1,143⁽¹⁾	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	03/19/2014	03/19/2020	Common Stock	1,875	$20.89	D
Options to Purchase Common Stock	03/25/2015	03/25/2021	Common Stock	625	$23.43	D
Options to Purchase Common Stock	⁽²⁾	03/23/2022	Common Stock	7,500	$39.84	D
Options to Purchase Common Stock	⁽³⁾	03/19/2023	Common Stock	3,750	$41.67	D
Options to Purchase Common Stock	⁽⁴⁾	03/28/2024	Common Stock	7,500	$58.92	D
Options to Purchase Common Stock	⁽⁵⁾	03/27/2025	Common Stock	23,099	$63.65	D
Options to Purchase Common Stock	⁽⁶⁾	03/23/2026	Common Stock	38,961	$43.42	D
Options to Purchase Common Stock	⁽⁷⁾	03/24/2027	Common Stock	73,282	$28.17	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	4,243	⁽⁹⁾	D

Explanation of Responses:

1. 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.

2. Options became exercisable as follows: 1,875 on March 23, 2013; 1,875 on March 23, 2014; 1,875 on March 23, 2015 and 1,875 on March 23, 2016.

3. Options became exercisable as follows: 1,875 on March 19, 2016 and 1,875 on March 19, 2017.

4. Options became exercisable as follows: 1,875 on March 28, 2015; 1,875 on March 28, 2016; 1,875 on March 28, 2017 and 1,875 on March 28, 2018.

5. Options became exercisable as follows: 5,775 on March 27, 2016; 5,775 on March 27, 2017; 5,775 on March 27, 2018 and 5,774 on March 27, 2019.

6. Options became exercisable as follows: 9,741 on March 23, 2017; 9,740 on March 23, 2018; 9,740 on March 23, 2019 and 9,740 on March 23, 2020.

7. Options became exercisable as follows: 18,321 on March 24, 2018; 18,321 on March 24, 2019; 18,320 on March 24, 2020 and 18,320 on March 24, 2021.

8. The restricted stock units vest on March 28, 2017.

9. Each restricted stock unit represents a contingent right to receive one share of Macy's common stock.

	/s/ Ann Munson Steins, as attorney-in-fact for Patti H. Ongman pursuant to a Power of Attorney	03/29/2017
	** 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.