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.

151 WEST 34TH STREET

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/27/2021

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)
	EVP-Macy's/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	60,477.1058	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 Purchased Common Stock	⁽¹⁾	03/23/2022	Common Stock	24,549	$39.84	D
Options to Purchased Common Stock	⁽²⁾	03/19/2023	Common Stock	24,691	$41.67	D
Options to Purchased Common Stock	⁽³⁾	03/28/2024	Common Stock	23,597	$58.92	D
Options to Purchased Common Stock	⁽⁴⁾	03/27/2025	Common Stock	23,099	$63.65	D
Options to Purchased Common Stock	⁽⁵⁾	03/23/2026	Common Stock	38,961	$43.42	D
Options to Purchased Common Stock	⁽⁶⁾	03/24/2027	Common Stock	73,282	$28.17	D
Options to Purchased Common Stock	⁽⁷⁾	03/23/2028	Common Stock	43,272	$27.21	D
Options to Purchased Common Stock	⁽⁸⁾	03/21/2029	Common Stock	55,058	$24.03	D
Restricted Stock Units	03/23/2022	03/23/2022	Common Stock	2,600	⁽⁹⁾	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	5,888	⁽⁹⁾	D
Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Stock	112,047	⁽⁹⁾	D
Restricted Stock Units	⁽¹²⁾	⁽¹²⁾	Common Stock	48,691	⁽⁹⁾	D
Phantom Stock Units	⁽¹³⁾	⁽¹³⁾	Common Stock	17,894	⁽⁹⁾	D

Explanation of Responses:

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

2. 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.

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

4. 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.

5. Options became exercisable as follows: 9,740 on March 23, 2017, 9,740 on March 23, 2018, 9,740 on March 23, 2019 and 9,741 on March 23, 2020.

6. Options became exercisable as follows: 18,320 on March 24, 2018, 18,321 on March 24, 2019, 18,320 on March 24, 2020 and 18,321 on March 24, 2021.

7. Options became/become exercisable as follows: 10,818 on March 23, 2019, 10,818 on March 23, 2020, 10,818 on March 23, 2021 and 10,818 on March 23, 2022.

8. Options became/become exercisable as follows: 13,764 on March 21, 2020, 13,765 on March 21, 2021, 13,764 on March 21, 2022 and 13,765 March 21, 2023.

9. Each restricted/phantom stock unit represents a contingent right to receive one share of Macy's Common Stock.

10. The restricted stock units vest as follows: 2,944 on March 21, 2022 and 2,944 on March 21, 2023.

11. The restricted stock units vest as follows: 37,349 on July 9, 2022, 37,349 on July 9, 2023 and 37,349 on July 9, 2024.

12. The restricted stock units vest as follows: 12,172 on March 25, 2022, 12,173 on March 25, 2023, 12,173 on March 25, 2024 and 12,173 on March 25, 2025.

13. 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.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/Steven R. Watts, as attorney-in-fact for Antony Spring pursuant to a Power of Attorney	09/07/2021
	** 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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