Macy's (M) Form 3 Macy's / Richard A Lennox ownership change

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^*

Lennox Richard A

(Last) (First) (Middle)

C/O MACYS, INC.

7 WEST SEVENTH STREET

(Street)

CINCINNATI OH 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 Marketing 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	10	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to Purchase Common Stock	(1)	09/20/2026	Common Stock	84,937	43.42	D
Options to Purchase Common Stock	(2)	03/24/2027	Common Stock	73,282	28.17	D
Restricted Stock Units	(3)	(3)	Common Stock	21,453	(4)	D

Explanation of Responses:

1. Options become exercisable as follows: 21,235 on September 20, 2017; 21,234 on September 20, 2018; 21,234 on September 20, 2019 and 21,234 on September 20, 2020.

2. 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.

3. The restricted stock units vest as follows: 10,727 on September 20, 2018 and 10,726 on September 20, 2019.

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

	/s/ Ann Munson Steines, as attorney-in-fact for Richard A. Lennox pursuant to a Power of Attorney	04/03/2017
	** 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).
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