Sec Form 3/A Filing - Kantor Jeffrey A @ Macy's, Inc. - 2017-10-27

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FORM 3/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Kantor Jeffrey A
2. Issuer Name and Ticker or Trading Symbol
Macy's, Inc. [ M]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Merchandising Officer
(Last) (First) (Middle)
C/O MACY'S, INC., 7 WEST SEVENTH STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/27/2017
(Street)
CINCINNATI, OH45202
4. If Amendment, Date Original Filed (MM/DD/YY)
11/06/2017
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 28,419 D
Common Stock 6 I By Wife
Common Stock 6,326 I By 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to purchase Common Stock $ 24.85 ( 1 ) 03/21/2018 Common Stock 20,382 D
Options to purchase Common Stock $ 20.89 ( 2 ) 03/19/2020 Common Stock 11,212 D
Options to purchase Common Stock $ 23.43 ( 3 ) 03/25/2021 Common Stock 28,089 D
Options to purchase Common Stock $ 39.84 ( 4 ) 03/23/2022 Common Stock 24,549 D
Options to purchase Common Stock $ 41.67 ( 5 ) 03/19/2023 Common Stock 29,629 D
Options to purchase Common Stock $ 58.92 ( 6 ) 03/28/2024 Common Stock 18,877 D
Options to purchase Common Stock $ 63.65 ( 7 ) 03/27/2025 Common Stock 27,237 D
Options to purchase Common Stock $ 43.42 ( 8 ) 03/23/2026 Common Stock 45,941 D
Options to purchase Common Stock $ 28.17 ( 9 ) 03/24/2027 Common Stock 97,709 D
Restricted Stock Units ( 11 ) ( 10 ) ( 10 ) Common Stock 23,685 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kantor Jeffrey A
C/O MACY'S, INC.
7 WEST SEVENTH STREET
CINCINNATI, OH45202
Chief Merchandising Officer
Signatures
/s/ Steven R. Watts, as attorney-in-fact for Jeffrey A. Kantor pursuant to a Power of Attorney 11/06/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Options became exercisable as follows: 5,096 on March 21, 2009; 5,095 on March 21, 2010; 5,096 on March 21, 2011 and 5,095 on March 21, 2012.
( 2 )Options became exercisable as follows: 2,803 on March 19, 2011; 2,803 on March 19, 2012; 2,803 on March 19, 2013 and 2,803 on March 19, 2014.
( 3 )Options became exercisable as follows: 7,023 on March 25, 2012; 7,022 on March 25, 2013; 7,022 on March 25, 2014; 7,022 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: 7,408 on March 19, 2014; 7,407 on March 19, 2015; 7,407 on March 19, 2016 and 7,407 on March 19, 2017.
( 6 )Options became exercisable as follows: 4,720 on March 28, 2015; 4,719 on March 28, 2016; 4,719 on March 28, 2017 and 4,719 on March 28, 2018.
( 7 )Options became exercisable as follows: 6,810 on March 27, 2016; 6,809 on March 27, 2017; 6,809 on March 27, 2018 and 6,809 on March 27, 2019.
( 8 )Options became exercisable as follows: 11,486 on March 23, 2017; 11,485 on March 23, 2018; 11,485 on March 23, 2019 and 11,485 on March 23, 2020.
( 9 )Options became exercisable as follows: 24,428 on March 24, 2018; 24,427 on March 24, 2019; 24,427 on March 24, 2020 and 24,427 on March 24, 2021.
( 10 )The Restricted Stock Units vest on August 25, 2020.
( 11 )Each restricted stock unit represents a contingent right to receive one share of Macy's Common Stock.

Remarks:
This Form 3A is being filed to include Exhibit 24 - Power of Attorney, which was inadvertently omitted from the Form 3 filing made 11/6/2017. There are no changes in the Reporting Person's holdings reported on that Form 3.Exhibit List:Exhibit 24 - Power of Attorney

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