UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549

OMB Number       3235-0101


Expires:             July 31, 2023


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FORM 144

SEC USE ONLY

NOTICE OF PROPOSED SALE OF SECURITIES


PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

DOCUMENT 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.

151 West 34th Street                                                                   
New York                           New
York                 
10001

AREA CODE



212

NUMBER





494-1621

2

(a)

NAME OF PERSON FOR WHOSE ACCOUNT THE
SECURITIES ARE TO BE SOLD





Antony Spring

(b)



RELATIONSHIP TO
ISSUER

Executive Officer

(c)



ADDRESS           STREET              CITY             
STATE          ZIP CODE

c/o Macy's, Inc.


151 West 34th Street            
New York     New York   10001

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 Number

Number 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

Charles Schwab & Co.

211 Main Street

San Francisco, CA 94105

2,944

$78,840.32

(as of 3/21/2022)

299,269,416

(as of 11/27/2021)

3/22/2022

New York Stock Exchange

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 code

3.   (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

Title of


the Class

Date You


Acquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired





(If gift, also give date donor acquired)

Amount of


Securities Acquired

Date of


Payment

Nature of Payment

Common Stock

3/21/2022

Macy's, Inc.

2,944

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.

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of


Securities Sold

Gross Proceeds

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 such 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.

3/22/2022






DATE OF NOTICE

DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION,

IF RELYING ON RULE 10B5-1

/s/ Steven R. Watts     (1)






Steven R. Watts as attorney-in-fact for


Antony Spring pursuant to a Power of Attorney

The 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).