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 *
  Ongman Patti H
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 MACY'S, 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 Merchandise Planning Ofc
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 1,557
D
 
Common Stock 1,143 (1)
I
By 401(k) Plan

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 03/19/2014 03/19/2020 Common Stock 1,875 $ 20.89 D  
Options to Purchase Common Stock 03/25/2015 03/25/2021 Common Stock 625 $ 23.43 D  
Options to Purchase Common Stock   (2) 03/23/2022 Common Stock 7,500 $ 39.84 D  
Options to Purchase Common Stock   (3) 03/19/2023 Common Stock 3,750 $ 41.67 D  
Options to Purchase Common Stock   (4) 03/28/2024 Common Stock 7,500 $ 58.92 D  
Options to Purchase Common Stock   (5) 03/27/2025 Common Stock 23,099 $ 63.65 D  
Options to Purchase Common Stock   (6) 03/23/2026 Common Stock 38,961 $ 43.42 D  
Options to Purchase Common Stock   (7) 03/24/2027 Common Stock 73,282 $ 28.17 D  
Restricted Stock Units   (8)   (8) Common Stock 4,243 $ (9) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ongman Patti H
C/O MACY'S, INC.
7 WEST SEVENTH STREET
CINCINNATI, OH 45202
      Chief Merchandise Planning Ofc  

Signatures

/s/ Ann Munson Steins, as attorney-in-fact for Patti H. Ongman pursuant to a Power of Attorney 03/29/2017
**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) 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 March 24, 2017 by $28.17, the stock price of such date.
(2) Options became exercisable as follows: 1,875 on March 23, 2013; 1,875 on March 23, 2014; 1,875 on March 23, 2015 and 1,875 on March 23, 2016.
(3) Options became exercisable as follows: 1,875 on March 19, 2016 and 1,875 on March 19, 2017.
(4) Options became exercisable as follows: 1,875 on March 28, 2015; 1,875 on March 28, 2016; 1,875 on March 28, 2017 and 1,875 on March 28, 2018.
(5) 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.
(6) Options became exercisable as follows: 9,741 on March 23, 2017; 9,740 on March 23, 2018; 9,740 on March 23, 2019 and 9,740 on March 23, 2020.
(7) Options became 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.
(8) The restricted stock units vest on March 28, 2017.
(9) Each restricted stock unit represents a contingent right to receive one share of Macy's common stock.

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