UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(b), (c) AND (d) AND

AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

(Amendment No.   )*

 

 

MACY’S, INC.

(Name of Issuer)

 

Common Stock, Par Value $0.01 per Share

(Title of Class of Securities)

 

55616P104

(CUSIP Number)

 

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x

Rule 13d-1(b)

 

¨

Rule 13d-1(c)

 

¨

Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

1.		Name of reporting persons   American International Group, Inc.
2.		Check the appropriate box if a member of a group   (a)  ¨     (b)  ¨
3.		SEC use only
4.		Citizenship or place of organization   Incorporated under the laws of the State of Delaware
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   18,910,959
				7.		Sole dispositive power   0
				8.		Shared dispositive power   18,910,959
9.		Aggregate amount beneficially owned by each reporting person   18,910,959
10.		Check box if the aggregate amount in Row (9) excludes certain shares  ¨
11.		Percent of class represented by amount in Row (9)   6.1%
12.		Type of reporting person   HC

 

1.		Name of reporting persons   SAFG Retirement Services, Inc.
2.		Check the appropriate box if a member of a group   (a)  ¨     (b)  ¨
3.		SEC use only
4.		Citizenship or place of organization   Organized under the laws of the State of Delaware
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   18,910,959
				7.		Sole dispositive power   0
				8.		Shared dispositive power   18,910,959
9.		Aggregate amount beneficially owned by each reporting person   18,910,959
10.		Check box if the aggregate amount in Row (9) excludes certain shares  ¨
11.		Percent of class represented by amount in Row (9)   6.1%
12.		Type of reporting person   HC

 

1.		Name of reporting persons   AIG Life Holdings, Inc.
2.		Check the appropriate box if a member of a group   (a)  ¨     (b)  ¨
3.		SEC use only
4.		Citizenship or place of organization   Organized under the laws of the State of Texas
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   18,910,959
				7.		Sole dispositive power   0
				8.		Shared dispositive power   18,910,959
9.		Aggregate amount beneficially owned by each reporting person   18,910,959
10.		Check box if the aggregate amount in Row (9) excludes certain shares  ¨
11.		Percent of class represented by amount in Row (9)   6.1%
12.		Type of reporting person   HC

 

1.		Name of reporting persons   AGC Life Insurance Company
2.		Check the appropriate box if a member of a group   (a)  ¨     (b)  ¨
3.		SEC use only
4.		Citizenship or place of organization   Organized under the laws of the State of Missouri
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   18,910,959
				7.		Sole dispositive power   0
				8.		Shared dispositive power   18,910,959
9.		Aggregate amount beneficially owned by each reporting person   18,910,959
10.		Check box if the aggregate amount in Row (9) excludes certain shares  ¨
11.		Percent of class represented by amount in Row (9)   6.1%
12.		Type of reporting person   IC

 

1.		Name of reporting persons   American General Life Insurance Company
2.		Check the appropriate box if a member of a group   (a)  ¨     (b)  ¨
3.		SEC use only
4.		Citizenship or place of organization   Organized under the laws of the State of Texas
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   18,008,198
				7.		Sole dispositive power   0
				8.		Shared dispositive power   18,008,198
9.		Aggregate amount beneficially owned by each reporting person   18,008,198
10.		Check box if the aggregate amount in Row (9) excludes certain shares  ¨
11.		Percent of class represented by amount in Row (9)   5.8%
12.		Type of reporting person   IC

 

1.		Name of reporting persons   SunAmerica Asset Management, LLC
2.		Check the appropriate box if a member of a group   (a)  ¨     (b)  ¨
3.		SEC use only
4.		Citizenship or place of organization   Organized under the laws of the State of Delaware
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   18,008,198
				7.		Sole dispositive power   0
				8.		Shared dispositive power   18,008,198
9.		Aggregate amount beneficially owned by each reporting person   18,008,198
10.		Check box if the aggregate amount in Row (9) excludes certain shares  ¨
11.		Percent of class represented by amount in Row (9)   5.8%
12.		Type of reporting person   IA

 

1.		Name of reporting persons   The Variable Annuity Life Insurance Company
2.		Check the appropriate box if a member of a group   (a)  ¨     (b)  ¨
3.		SEC use only
4.		Citizenship or place of organization   Organized under the laws of the State of Texas
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   902,761
				7.		Sole dispositive power   0
				8.		Shared dispositive power   902,761
9.		Aggregate amount beneficially owned by each reporting person   902,761
10.		Check box if the aggregate amount in Row (9) excludes certain shares  ¨
11.		Percent of class represented by amount in Row (9)   0.3%
12.		Type of reporting person   IC

 

 

ITEM 1 (a).

NAME OF ISSUER:

 

Macy’s, Inc.

 

ITEM 1 (b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

 

7 West Seventh Street

Cincinnati, Ohio 45202

 

ITEM 2 (a).

NAME OF PERSON(S) FILING:

 

American International Group, Inc.

 

SAFG Retirement Services, Inc.

 

AIG Life Holdings, Inc.

 

AGC Life Insurance Company

 

American General Life Insurance Company

 

SunAmerica Asset Management, LLC

 

The Variable Annuity Life Insurance Company

 

ITEM 2 (b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE(S):

 

American International Group, Inc.

175 Water Street

New York, NY 10038

 

SAFG Retirement Services, Inc.

1999 Avenue of the Stars

1 SunAmerica Center

Los Angeles, CA 90067

 

AIG Life Holdings, Inc.

2929 Allen Parkway

Houston, TX 77019

 

AGC Life Insurance Company

2727-A Allen Parkway

Houston, TX 77019

 

American General Life Insurance Company

2727-A Allen Parkway

Houston, TX 77019

 

SunAmerica Asset Management, LLC

Harborside 5

185 Hudson St., Suite 3300

Jersey City, NJ 07311

 

The Variable Annuity Life Insurance Company

2929 Allen Parkway

Houston, Tx 77019

 

ITEM 2 (c).

CITIZENSHIP:

The information requested hereunder is set forth under Item 4 of the cover pages to this Schedule 13G.

 

ITEM 2 (d).

TITLE OF CLASS OF SECURITIES:

Common Stock

 

ITEM 2 (e).

CUSIP NUMBER:

 

55616P104

 

 

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b), OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

American International Group, Inc.:

 

(g)

A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G)

 

SAFG Retirement Services, Inc.:

 

(g)

A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G)

 

AIG Life Holdings, Inc.:

 

(g)

A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G)

AGC Life Insurance Company:

 

(c)

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

 

American General Life Insurance Company:

 

(c)

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

 

SunAmerica Asset Management, LLC:

 

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E)

 

The Variable Annuity Life Insurance Company:

 

(c)

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

 

ITEM 4.

OWNERSHIP.

 

(a) through (c). The information requested hereunder is set forth under Items 5 through 9 and Item 11 of the cover pages to this Schedule 13G.

 

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS.

 

Not applicable.

 

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

Clients of the reporting persons may have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, such securities which are the subject of this filing, including Focused Dividend Strategy Portfolio, a client of SunAmerica Asset Management, LLC and a series of SunAmerica Series, Inc., whose interest exceeds 5% of the class. The reporting persons hold the securities reported herein for the benefit of third parties or in customer or fiduciary accounts in the ordinary course of business.

 

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

See Exhibit 1 attached hereto for the information requested hereunder with respect to the relevant subsidiaries of American International Group, Inc.

 

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not applicable.

 

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable.

 

ITEM 10.

CERTIFICATION.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2020

 

	AMERICAN INTERNATIONAL GROUP, INC.
	By	/s/ Geoffrey N. Cornell
	Name:	Geoffrey N. Cornell
	Title:	Vice President
	SAFG RETIREMENT SERVICES, INC.
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	AIG LIFE HOLDINGS, INC.
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	AGC LIFE INSURANCE COMPANY
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	AMERICAN GENERAL LIFE INSURANCE COMPANY
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	SUNAMERICA ASSET MANAGEMENT, LLC
	By	/s/ Matthew Hackethal
	Name:	Matthew Hackethal
	Title:	Chief Compliance Officer
	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
	By:	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President

 

 

EXHIBIT INDEX

 

Exhibit 99.1	Identification and Classification of the Subsidiaries Which Acquired the Security Being Reported on by the Parent Holding Company
Exhibit 99.2	Agreement of Joint Filing

 

 

EXHIBIT 99.1

 

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

American International Group, Inc. — Subsidiary Information

 

SAFG Retirement Services, Inc.:

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)

 

Category Symbol: HC

 

AIG Life Holdings, Inc.:

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)

 

Category Symbol: HC

 

AGC Life Insurance Company:

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

 

Category Symbol: IC

 

American General Life Insurance Company:

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

 

Category Symbol: IC

 

SunAmerica Asset Management, LLC:

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E)

 

Category Symbol: IA

 

The Variable Annuity Life Insurance Company:

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

 

Category Symbol: IC

 

EXHIBIT 99.2

 

AGREEMENT OF JOINT FILING

 

In accordance with Rule 13d-1(k), promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13G, and any amendments thereto, with respect to the Common Stock of Macy’s, Inc. and that this Agreement may be included as an Exhibit to such filing.

 

Each of the undersigned parties represents and warrants to the others that the information contained in any amendment thereto about it will be true, correct and complete in all material respects and in accordance with all applicable laws. Each of the undersigned parties agrees to inform the others of any changes in such information or of any additional information which would require any amendment to the Schedule 13G and to promptly file such amendment.

 

Each of the undersigned parties agrees to indemnify the others for any losses, claims, liabilities or expenses (including reasonable legal fees and expenses) resulting from, or arising in connection with, the breach by such party of any representations, warranties or agreements in this Agreement.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of February 14, 2020

 

	AMERICAN INTERNATIONAL GROUP, INC.
	By	/s/ Geoffrey N. Cornell
	Name:	Geoffrey N. Cornell
	Title:	Vice President
	SAFG RETIREMENT SERVICES, INC.
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	AIG LIFE HOLDINGS, INC.
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	AGC LIFE INSURANCE COMPANY
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	AMERICAN GENERAL LIFE INSURANCE COMPANY
	By	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President
	SUNAMERICA ASSET MANAGEMENT, LLC
	By	/s/ Matthew Hackethal
	Name:	Matthew Hackethal
	Title:	Chief Compliance Officer
	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
	By:	/s/ Christine A. Nixon
	Name:	Christine A. Nixon
	Title:	Senior Vice President