FORM 4 [ ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Griscom Paul
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)
SVP and Controller
(Last)          (First)          (Middle)

C/O MACY'S, INC., 7 WEST SEVENTH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

11/20/2020
(Street)

CINCINNATI, OH 45202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 11/20/2020  M  1923 A (1)2783 D  
Common Stock 11/20/2020  F  571 (2)D$9.05 2212 D  
Common Stock         172.1657 (3)I By 401(k) Plan 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)11/20/2020  M     1923  11/20/2020 (4)11/20/2020 (4)Common Stock 1923  (1)0 D  

Explanation of Responses:
(1) Each restricted stock unit represented a contingent right to receive one share of Macy's, Inc. Common Stock.
(2) Represents the withholding by Macy's, Inc. of 571 shares of common stock to satisfy reporting person's tax withholding obligation in connection with the vesting of restricted stock units and delivery of common stock on November 20, 2020.
(3) Reflects the reporting person's interest in Macy's, Inc. 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 November 20, 2020 by $9.05, the stock price on such date.
(4) On November 20, 2017 the reporting person was granted 1,923 restricted stock units vesting 100% on the third anniversary of the grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Griscom Paul
C/O MACY'S, INC.
7 WEST SEVENTH STREET
CINCINNATI, OH 45202


SVP and Controller

Signatures
/s/ Steven R. Watts, as attorney-in-fact for Paul Griscom pursuant to a Power of Attorney11/24/2020
**Signature of Reporting PersonDate

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