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^*

Gennette Jeffrey

(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)
02/20/2009

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 Merchandising 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	20,120	D
Common Stock	542⁽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	⁽²⁾	03/28/2013	Common Stock	1,875	$14.285	D
Options to Purchase Common Stock	⁽³⁾	03/26/2014	Common Stock	2,500	$25.005	D
Options to Purchase Common Stock	⁽⁴⁾	03/25/2015	Common Stock	4,000	$30.535	D
Options to Purchase Common Stock	⁽⁵⁾	03/24/2016	Common Stock	18,014	$36.26	D
Options to Purchase Common Stock	⁽⁶⁾	03/23/2017	Common Stock	19,722	$46.15	D
Options to Purchase Common Stock	⁽⁷⁾	03/21/2018	Common Stock	67,515	$24.85	D
Phantom Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	386	⁽⁹⁾	D
Phantom Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	26,465.9	⁽⁹⁾	D
Phantom Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Stock	31,992	⁽⁹⁾	D

Explanation of Responses:

1. Reflects matching contributions 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 February 20, 2009 by $8.76, the stock price as of such date.

2. Options became exercisable on March 28, 2007.

3. Options became exercisable as follows: 1,250 on March 26, 2007 and 1,250 on March 26, 2008.

4. Options became/become exercisable in 25% increments on the following dates: March, 25, 2006, March 25, 2007, March 25, 2008 and March 25, 2009.

5. Options became/become exercisable in 25% increments on the following dates: March 24, 2007, March 24, 2008, March 24, 2009 and March 24, 2010.

6. Options became/become exercisable in 25% increments on the following dates: March 23, 2008, March 23, 2009, March 23, 2010 and March 23, 2011.

7. Options become exercisable in 25% increments on the following dates: March 21, 2009, March 21, 2010, March 21, 2011 and March 21, 2012.

8. The Phantom Stock Units were acquired under the Issuer's Executive Deferred Compensation Plan and are to be settled in the Issuer's common stock upon the reporting person's retirement.

9. 1-for-1 conversion.

10. The value of the Phantom Stock Units will be payable in cash as follows: 50% on February 1, 2010 and 50% on January 31, 2011.

11. The value of the Phantom Stock Units will be payable in cash as follows: 50% on January 30, 2012 and 50% on February 4, 2013.

	/s/Christopher M. Kelly, as attorney-in-fact for Jeffrey Gennette pursuant to a Power of Attorney	03/02/2009
	** 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.