Ownership Submission
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Lennox Richard A
2. Date of Event Requiring Statement (Month/Day/Year)
03/24/2017
3. Issuer Name and Ticker or Trading Symbol
Macy's, Inc. [M]
(Last)
(First)
(Middle)
C/O MACYS, INC., 7 WEST SEVENTH STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Marketing Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CINCINNATI, OH 45202
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 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 10
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Purchase Common Stock   (1) 09/20/2026 Common Stock 84,937 $ 43.42 D  
Options to Purchase Common Stock   (2) 03/24/2027 Common Stock 73,282 $ 28.17 D  
Restricted Stock Units   (3)   (3) Common Stock 21,453 $ (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lennox Richard A
C/O MACYS, INC.
7 WEST SEVENTH STREET
CINCINNATI, OH 45202
      Chief Marketing Officer  

Signatures

/s/ Ann Munson Steines, as attorney-in-fact for Richard A. Lennox pursuant to a Power of Attorney 04/03/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Options become exercisable as follows: 21,235 on September 20, 2017; 21,234 on September 20, 2018; 21,234 on September 20, 2019 and 21,234 on September 20, 2020.
(2) 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.
(3) The restricted stock units vest as follows: 10,727 on September 20, 2018 and 10,726 on September 20, 2019.
(4) Each restricted stock unit represents a contingent right to receive one share of Macy's common stock.

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