Sec Form 3 Filing - Spring Antony @ Macy's, Inc. - 2021-08-27

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 Spring Antony 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) EVP-Macy's/CEO-Bloomingdale's (Last) (First) (Middle) C/O MACY'S, INC., 151 WEST 34TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/27/2021 (Street) NEW YORK, NY10001 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 60,477.1058 D

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spring Antony C/O MACY'S, INC. 151 WEST 34TH STREET NEW YORK, NY10001 EVP-Macy's/CEO-Bloomingdale's Signatures /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

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

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