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^*

Spring Antony

(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)
	Chairman & CEO, Bloomingdale's

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	14,690	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)
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	⁽¹⁾	03/21/2018	Common Stock	38,216	$24.85	D
Options to Purchase Common Stock	03/20/2013	03/20/2019	Common Stock	6,463	$8.76	D
Options to Purchase Common Stock	⁽²⁾	03/19/2020	Common Stock	21,023	$20.89	D
Options to Purchase Common Stock	⁽³⁾	03/25/2021	Common Stock	42,134	$23.43	D
Options to Purchase Common Stock	⁽⁴⁾	03/23/2022	Common Stock	24,549	$39.84	D
Options to Purchase Common Stock	⁽⁵⁾	03/19/2023	Common Stock	24,691	$41.67	D
Options to Purchase Common Stock	⁽⁶⁾	03/28/2024	Common Stock	23,597	$58.92	D
Options to Purchase Common Stock	⁽⁷⁾	03/27/2025	Common Stock	23,099	$63.65	D
Options to Purchase Common Stock	⁽⁸⁾	03/23/2026	Common Stock	38,961	$43.42	D
Options to Purchase Common Stock	⁽⁹⁾	03/24/2027	Common Stock	73,282	$28.17	D

Explanation of Responses:

1. Options became exercisable as follows: 9,554 on March 21, 2009; 9,554 on March 21, 2010; 9,554 on March 21, 2011 and 9,554 on March 21, 2012.

2. Options became exercisable as follows: 5,256 on March 19, 2011; 5,256 on March 19, 2012; 5,256 on March 19, 2013 and 5,255 on March 19, 2014.

3. Options became exercisable as follows: 10,534 on March 25, 2012; 10,534 on March 25, 2013; 10,533 on March 25, 2014; 10,533 on March 25, 2015.

4. Options became exercisable as follows: 6,138 on March 23, 2013; 6,137 on March 23, 2014; 6,137 on March 23, 2015 and 6,137 on March 23, 2016.

5. Options became exercisable as follows: 6,173 on March 19, 2014; 6,173 on March 19, 2015; 6,173 on March 19, 2016 and 6,172 on March 19, 2017.

6. Options became exercisable as follows: 5,900 on March 28, 2015; 5,899 on March 28, 2016; 5,899 on March 28, 2017 and 5,899 on March 28, 2018.

7. 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.

8. 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.

9. 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.

	/s/ Ann Munson Steines, as attorney-in-fact for Tony Spring 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).
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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