FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

1. Name and Address of Reporting Person *

BAXTER TIMOTHY G

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/24/2017 

3. Issuer Name and Ticker or Trading Symbol

Macy's, Inc. [M]

(Last)        (First)        (Middle)

C/O MACY'S, INC., 7 WEST SEVENTH STREET

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Merchandising Officer /

(Street)

CINCINNATI, OH 45202       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   341   D    
Common Stock   2984   (1) I   By 401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Purchase Common Stock   3/25/2015   3/25/2021   Common Stock   750   $23.43   D    
Options to Purchase Common Stock     (2) 3/23/2022   Common Stock   3000   $39.84   D    
Options to Purchase Common Stock     (3) 3/19/2023   Common Stock   5625   $41.67   D    
Options to Purchase Common Stock     (4) 3/28/2024   Common Stock   7500   $58.92   D    
Options to Purchase Common Stock     (5) 3/27/2025   Common Stock   23099   $63.65   D    
Options to Purchase Common Stock     (6) 3/23/2026   Common Stock   38961   $43.42   D    
Options to Purchase Common Stock     (7) 3/24/2027   Common Stock   73282   $28.17   D    
Restricted Stock Units     (8)   (8) Common Stock   4243     (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: 1,500 on March 23, 2015 and 1,500 on March 23, 2016.
( 3)  Options became exercisable as follows: 1,875 on March 19, 2015; 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 become 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BAXTER TIMOTHY G
C/O MACY'S, INC.
7 WEST SEVENTH STREET
CINCINNATI, OH 45202


Chief Merchandising Officer

Signatures
/s/ Ann Munson Steins, as attorney-in-fact for Timothy G. Baxter pursuant to a Power of Attorney 3/29/2017
** 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 control number.
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