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 * Griscom Paul (Last) (First) (Middle) C/O MACY'S, INC. 7 WEST SEVENTH STREET (Street) CINCINNATI OH 45202 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/01/2020	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) Interim Principal Acctg. Offr.	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	860	D
Common Stock	172.9199 (1)	I	By 401(k) Plan

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	03/24/2021	03/24/2021	Common Stock	177	(2)	D
Restricted Stock Units	11/20/2020	11/20/2020	Common Stock	1,923	(2)	D
Restricted Stock Units	(3)	(3)	Common Stock	459	(2)	D
Restricted Stock Units	11/19/2021	11/19/2021	Common Stock	1,511	(2)	D
Restricted Stock Units	(4)	(4)	Common Stock	1,092	(2)	D

Explanation of Responses:

1. Reflects the reporting person's interest in Macy's stock under the Issuer's 401(k) plan, derived by dividing the value of the undivided interest of the reporting person in the applicable investment fund as of June 1, 2020 by $6.37, the stock price of such date.

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

3. The restricted stock units vest as follows: 230 on March 23, 2021 and 229 on March 23, 2022.

4. The restricted stock units vest as follows: 364 on March 21, 2021, 364 on March 21, 2022 and 364 on March 21, 2023.

	/s/Steven R. Watts, as attorney-in-fact for Paul Griscom pursuant to a Power of Attorney	06/04/2020
	** 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 4 (b)(v).
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POWER OF ATTORNEY

 

 

            The undersigned, a director and/or officer of Macy's, Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints Elisa D. Garcia, Wendy A. Beadles, Steven R. Watts and Christopher M. Kelly, or any of them, my true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution (individually, a "Designee," and collectively, the "Designees"), to (i) execute and file on the undersigned's behalf all Forms ID, 3, 4, 5 and 144 (including any amendments thereto) with the Securities and Exchange Commission (the "Commission") relating to the undersigned's ownership of or transactions in securities of the Company as such filings are required pursuant to Section 16(a) of the Securities and Exchange Act of 1934 and Rule 144 of the Securities Act of 1933, and (ii) to execute on the undersigned's behalf any seller's representation letter that may be required to be submitted to the broker handling any sale of the Company's securities for the benefit of the undersigned.  The authority of each such Designee (or substitute or resubstitute) under this Power of Attorney shall continue until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with regard to the undersigned's ownership of or transactions in any such securities unless earlier revoked in a writing filed with the Commission.  The undersigned acknowledges that neither the Company nor any of the Designees shall be responsible for any of the information furnished to the Company or any of the Designees by the undersigned for inclusion in any such filings or representation letters or as to the timing of any such filings (except in the case of the Company only and then only to the extent provided in the written procedures of the Company from time to time in effect specifically relating to such filings), or with respect to the requirements of Section 16(b) of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933.

 

 

 

 

                                                                        /s/ Paul Griscom                                                                  

                                                                        Paul Griscom

 

 

Dated:  May 27, 2020

SEC Filings