Sec Form 3 Filing - Harper John T. @ Macy's, Inc. - 2020-01-31

FORM 3 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 Harper John T. 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 Operations Officer (Last) (First) (Middle) 7 WEST SEVENTH STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2020 (Street) CINCINNATI, OH45202 4. If Amendment, Date Original Filed (MM/DD/YY) 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 12,310 D Common Stock 23,090.0533 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 $ 39.84 ( 1 ) 03/23/2022 Common Stock 6,137 D Options to Purchase Common Stock $ 41.67 ( 2 ) 03/19/2023 Common Stock 12,345 D Options to Purchase Common Stock $ 58.92 ( 3 ) 03/28/2024 Common Stock 15,731 D Options to Purchase Common Stock $ 63.65 ( 4 ) 03/27/2025 Common Stock 15,399 D Options to Purchase Common Stock $ 43.42 ( 5 ) 03/23/2026 Common Stock 25,974 D Options to Purchase Common Stock $ 28.17 ( 6 ) 03/24/2027 Common Stock 48,854 D Options to Purchase Common Stock $ 27.21 ( 7 ) 03/23/2028 Common Stock 30,581 D Options to Purchase Common Stock $ 24.03 ( 8 ) 03/21/2029 Common Stock 38,910 D Restricted Stock Units ( 10 ) ( 9 ) ( 9 ) Common Stock 5,513 D Restricted Stock Units ( 10 ) ( 11 ) ( 11 ) Common Stock 27,563 D Restricted Stock Units ( 10 ) ( 12 ) ( 12 ) Common Stock 8,322 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harper John T. 7 WEST SEVENTH STREET CINCINNATI, OH45202 Chief Operations Officer Signatures /s/ Steven R. Watts, as attorney-in-fact for John T. Harper pursuant to a Power of Attorney 02/07/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options became exercisable as follows: 6,137 on March 23, 2016. ( 2 )Options became exercisable as follows: 6,173 on March 19, 2016; 6,172 on March 19, 2017. ( 3 )Options became exercisable as follows: 3,933 on March 28, 2015; 3,933 on March 28, 2016; 3,933 on March 28, 2017; 3,932 on March 28, 2018. ( 4 )Options became exercisable as follows: 3,850 on March 27, 2016; 3,850 on March 27, 2017; 3,850 on March 27, 2018; 3,849 on March 27, 2019. ( 5 )Options became exercisable as follows: 6,494 on March 23, 2017; 6,494 on March 23, 2018; 6,493 on March 23, 2019; 6,493 on March 23, 2020. ( 6 )Options became exercisable as follows: 12,214 on March 24, 2018; 12,214 on March 24, 2019; 12,213 on March 24, 2020; 12,213 on March 24, 2021. ( 7 )Options became exercisable as follows: 7,646 on March 23, 2019; 7,645 on March 23, 2020; 7,645 on March 23, 2021; 7,645 on March 23, 2022. ( 8 )Options become exercisable as follows: 9,728 on March 21, 2020; 9,728 on March 21, 2021; 9,727 on March 21, 2022; 9,727 on March 21, 2023. ( 9 )The restricted stock units vest in one-third annual installments beginning March 23, 2020. ( 10 )Each restricted stock unit represents a contingent right to receive one share of Macy's Common Stock. ( 11 )The restricted stock units vest in one-half annual installments beginning March 23, 2020. ( 12 )The restricted stock units vest in one-fourth annual installments beginning March 21, 2020.

Remarks: Exhibit List:Exhibit 24 - Power of Attorney

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 4(b)(v).

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