Report of proposed sale of securities



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UNITED STATES





OMB APPROVAL





SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549











OMB Number       3235-0101


Expires:             July 31, 2023


Estimated average burden


hours per response ..... 1.0










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





Danielle L. Kirgan















(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








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 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







223,479




$4,004,743.68





(as of 7/8/2022)




269,732,810






(as of 5/28/2022)




7/11/2022




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 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










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 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






7/9/2022



Restricted Stock Units granted in 2020 under the Issuer's 2018
Equity and Incentive Compensation Plan.


Macy's, Inc.








223,479




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 Sale





Amount of


Securities Sold







Gross Proceeds















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 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.


















7/11/2022






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


Danielle L. Kirgan 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).




The above information was disclosed in a filing to the SEC. To see the filing, click here.

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