UNITED STATES
OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
OMB Number 3235-0101
Expires: February 28, 2014
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FORM 144
SEC USE ONLY
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933DOCUMENT SEQUENCE NO.
ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale
or executing a sale directly with a market maker.CUSIP NUMBER
1 (a) NAME OF ISSUER (Please type or print)
Macy's, Inc.(b) IRS IDENT. NO.
13-3324058(c) S.E.C. FILE NO.
794367
WORK LOCATION
1(d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE
(e) TELEPHONE NO.
7 West Seventh Street Cincinnati Ohio 45202AREA CODE
513NUMBER
579-7000
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
Karen M. Hoguet
(b) RELATIONSHIP TO ISSUER
Executive Officer
(c) ADDRESS STREET CITY STATE ZIP CODE
c/o Macy's, Inc.
7 West Seventh Street Cincinnati Ohio 45202
INSTRUCTION: The person filing this notice should contact the issuer to obtain the IRS. Identification Number and the S.E.C. File Number.
3 (a)
(b)
SEC USE ONLY
(c)
(d)
(e)
(f)
(g)
Title of the
Class of
Securities
To Be Sold
Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities
Broker-Dealer
File NumberNumber of Shares
or Other Units
To Be Sold
(See instr. 3(c))Aggregate
Market
Value
(See instr. 3(d))Number of Shares
or Other Units
Outstanding
(See instr. 3(e))Approximate
Date of Sale
(See instr. 3(f))
(MO DAY YR)Name of Each
Securities
Exchange
(See instr. 3(g))Common Stock
Georgeson Securities Corporation
144 Fernwood AvenueEdison, NJ 08837
59,500
$2,848,860
(as of 5/16/13)389,307,949
(as of 3/01/13)5/17/13
New York Stock Exchange
INSTRUCTIONS:
1. (a) Name of issuer
(b) Issuer's I.R.S. Identification Number
(c) Issuer's S.E.C. file number, if any
(d) Issuer's address, including zip code
(e) Issuer's telephone number, including area code
2. (a) Name of person for whose account the securities are to be sold
(b) Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
(c) Such person's address, including zip code3. (a) Title of the class of securities to be sold
(b) Name and address of each broker through whom the securities are intended to be sold
(c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
(d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
(e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are intended to be sold
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.SEC 1147 (08-07)
TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:Title of
the ClassDate You
AcquiredNature of Acquisition Transaction
Name of Person from Whom Acquired
(If gift, also give date donor acquired)Amount of
Securities AcquiredDate of
PaymentNature of Payment
Common Stock
Common Stock
3/25/2005
3/20/2009
Shares acquired from stock options awarded pursuant to Issuer's 1995 Executive Equity Incentive Plan.
Shares acquired from stock options awarded pursuant to Issuer's 1994 Stock Incentive Plan.
Macy’s, Inc.
Macy’s, Inc.
27,500
32,000
N/A
N/A
N/A
N/A
INSTRUCTIONS:
If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
Name and Address of Seller
Title of Securities Sold
Date of SaleAmount of
Securities Sold
Gross ProceedsKaren Hoguet
7 West Seventh Street
Cincinnati, OH 45202
Common Stock
Common Stock
Common Stock
3/01/13
3/04/13
3/05/13
30,617
35,000
20,000
$1,247,027.35
$1,435,000
$840,000
REMARKS:
(1) The filing of this Form 144 shall not be construed as an admission that the undersigned is an Affiliate of the Issuer.
INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If each person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
5/17/2013
DATE OF NOTICE
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION,
IF RELYING ON RULE 10B5-1
/s/ Linda J. Balicki (1)
Linda J. Balicki, as attorney-in-fact for
Karen M. Hoguet pursuant to a Power of AttorneyThe notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001).
SEC 1147 (02-08)