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^*

COSBY MARK

(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)
	President - Stores

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	15,060	D
Common Stock	166⁽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⁾	07/10/2016	Common Stock	20,000	$36.46	D
Options to Purchase Common Stock	⁽³⁾	03/23/2017	Common Stock	19,722	$46.15	D
Options to Purchase Common Stock	⁽⁴⁾	03/21/2018	Common Stock	45,859	$24.85	D
Phantom Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	12,553.18	⁽⁶⁾	D
Phantom Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	21,730	⁽⁶⁾	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/become exercisable in 25% increments on the following dates: July 10, 2007, July 10, 2008, July 10, 2009 and July 10, 2010.

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

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

5. 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.

6. 1-for-1 conversion.

7. 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 Mark Cosby 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.
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