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 *

Kirgan Danielle L.
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, Chief Transformation Off
(Last)          (First)          (Middle)

C/O MACY'S, INC., 151 WEST 34TH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

7/9/2021
(Street)

NEW YORK, NY 10001
(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 7/9/2021  M  47511 A (1)47511 D  
Common Stock 7/9/2021  M  87983 A (1)135494 D  
Common Stock 7/12/2021  S  70856 (2)D$18.9691 (3)64638 D  

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)7/9/2021  M     47511   (4) (4)Common Stock 47511 $0 142534 D  
Restricted Stock Units  (1)7/9/2021  M     87983   (5) (5)Common Stock 87983 $0 175968 D  

Explanation of Responses:
(1) One-for-one conversion.
(2) Represents the number of shares sold by the reporting person to cover tax withholding obligations upon the vesting of restricted shares and does not represent a discretionary transaction by the reporting person.
(3) The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $18.90 to $19.02, inclusive. The reporting person undertakes to provide to Macy's, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to the Form 4.
(4) On July 9, 2020 the reporting person was granted 190,045 restricted stock units, vesting in four equal installments beginning on the first anniversary of the grant date.
(5) On July 9, 2020 the reporting person was granted 263,951 restricted stock units, vesting one-third on the first anniversary and two-thirds on the second anniversary of the date granted.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Kirgan Danielle L.
C/O MACY'S, INC.
151 WEST 34TH STREET
NEW YORK, NY 10001


EVP, Chief Transformation Off

Signatures
/s/ Steven R. Watts, as attorney-in-fact for Danielle L. Kirgan pursuant to a Power of Attorney7/13/2021
**Signature of Reporting PersonDate

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