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April 2, 2024

VIA EDGAR

Ms. Christina Chalk, Senior
Special Counsel

Mr. Brian Soares, Special Counsel

Office of Mergers and Acquisitions

United States Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re: Arkhouse Management Co. LP

  Macy's, Inc.

  PREC14A filed by Arkhouse Management Co. LP et al.

  Filed March 14, 2024

  File No. 001-13536

Dear Ms. Chalk and Mr. Soares:

This letter, which is being
submitted on behalf of Arkhouse Management Co. LP (“Arkhouse”) and the other filing persons (together with Arkhouse,
the “Filing Persons”) named in the above-referenced Preliminary Proxy Statement filed with the United States Securities
and Exchange Commission (the “SEC”) on March 14, 2024 (the “Preliminary Proxy Statement”),
responds to the comments of the staff (the “Staff”) of the SEC contained in your letter dated March 21, 2024 (the
 “Comment Letter”) with respect to the Preliminary Proxy Statement. Unless otherwise indicated, capitalized terms used
herein have the meanings assigned to them in the Preliminary Proxy Statement. The Filing Persons have also today filed a revised preliminary
proxy statement on Schedule PRRN14A (the “Revised Preliminary Proxy Statement”), which contains revisions intended
to, among other matters, address the Staff’s comments.

The responses set forth in
this letter are numbered to correspond to the numbered comments in the Comment Letter. For convenience of reference, we have also included
in each case the text of the applicable comment from the Comment Letter in bold face type immediately before the Filing Persons’
response thereto.

Background
to this Solicitation, page 4

 1. We
                                            note your reference to Jefferies' materials at a virtual meeting on December 19 "that
                                            reflected 50% equity financing for the Acquisition Proposal." However, the Company’s
                                            preliminary proxy statement (page 12) states that the Jeffries' materials reflected
                                            a proposed common equity contribution of only 25% of required capital. Please advise or revise.

Response: In response to the Staff’s
comment, the Filing Persons have expanded the disclosure on page 4 of the Revised Preliminary Proxy Statement to clarify that
the 50% equity financing for the Acquisition Proposal included on the sources and uses
schedule screen-shared by Jefferies at the virtual meeting on December 19, 2024 consisted
of 25% common equity and 25% preferred equity.

April 2, 2024

 2. Clarify whether, if elected, the Arkhouse
                                            Nominees will advocate for an "auction process" or other method of identifying
                                            other potential buyers for the Company, in addition to advocating for substantive engagement
                                            with respect to the Acquisition Proposal. The current reference to a "strategic review
                                            process for the Company" is unclear.

Response: The Filing Persons respectfully
note that applicable fiduciary duties of members of a board of directors under Delaware law generally do not require that a board conduct
an auction process in order to sell a Delaware company, especially in a situation (such as this one) where the market has already been
made well aware for an extended period of time that the Company might be sold. The Filing Persons also believe the wording of the
Preliminary Proxy Statement was clear that a strategic review process need not necessarily involve an auction because it included a reference
to other strategic transaction proposals that may be made to the Company “from time to time”. The Filing Persons further
note that while a strategic review process can and often does result in a determination to market and/or sell a company, it can also result
in a determination that the applicable company should pursue other courses of action.

In response to the Staff’s comment, the
Filing Persons have, however, added the following clarifying parenthetical where the Revised Preliminary Proxy Statement discusses a
strategic review process: “(the substance of any which such process would need to be determined by the newly-elected Board in consultation
with its advisors and has not been discussed between the Arkhouse Parties and the Arkhouse Nominees, but could potentially result in
a determination that the Company should be sold, pursuant to an auction process or another means consistent with the Board’s fiduciary
duties under Delaware law)”.

How do proxies
work?, page 20

 3. Refer to the following disclosure which
                                            appears in multiple places throughout the proxy statement, including on the form of proxy
                                            card: "IF YOU RETURN A VALID BLUE UNIVERSAL PROXY CARD OR BLUE VOTING INSTRUCTION FORM AND
                                            DO NOT MARK A VOTE WITH RESPECT TO ANY NOMINEE ON PROPOSAL 1, THE SHARES OF COMMON STOCK
                                            REPRESENTED THEREBY WILL BE VOTED “FOR” THE ELECTION OF EACH OF THE NINE ARKHOUSE
                                            NOMINEES, “WITHHOLD” ON THE ELECTION OF THE OPPOSED COMPANY NOMINEES (I.E. [·],
                                            [·], [·], [·], [·], [·], [·], [·] and [·]),
                                            AND “WITHHOLD” ON THE ELECTION OF THE ACCEPTABLE COMPANY NOMINEES (I.E. [·],
                                            [·], [·], [·] AND [·])." Please revise to clarify that you
                                            are referring to a scenario where a shareholder returns a signed proxy card but does not
                                            vote for one single director nominee (versus a situation where the shareholder votes for
                                            some but fewer than fourteen nominees which is addressed in the last paragraph on page 20).
                                            The word "ANY" as used above is unclear in this regard. Please make corresponding
                                            changes to clarify throughout the proxy statement and on the proxy card. In this regard,
                                            the disclosure in the third from the last paragraph on page 30 is much clearer on this
                                            point.

Response: In response to the Staff’s
comment, the Filing Persons have revised their disclosure relating to the Arkhouse Parties’ discretionary authority in the Revised
Preliminary Proxy Statement to clarify that proxies will be voted “FOR” the election of each of the nine Arkhouse Nominees
and “WITHHOLD” on the election of the Opposed Company Nominees and the Other Company Nominees (previously defined as the “Acceptable
Company Nominees”) where a stockholder returns a signed proxy card but does not mark a vote with respect to “any of the nominees”.

    -2-

April 2, 2024

Proposal 1: Election of Arkhouse Nominees,
page 25

 4. State
                                            here that directors will be elected by a plurality vote, as noted on page 22.

Response: In response to the Staff’s
comment, the Filing Persons have revised the disclosure on page 24 of the Revised Preliminary Proxy Statement to state that directors
will be elected by a plurality vote.

 5. Revise the title of this proposal, consistent
                                            with the title on the form of proxy you filed, to reflect that it relates to the election
                                            of directors, which may include Company nominees in addition to the Arkhouse Nominees.

Response: In response to the Staff’s
comment, the Filing Persons have revised the title of Proposal 1 on page 24 of the Revised Preliminary Proxy Statement to read “ELECTION
OF DIRECTORS”.

 6. Expand to identify all of the director election
                                            candidates, including the Acceptable and the Opposed Company Nominees. Explain why you characterize
                                            some of the Company nominees as "acceptable" but are not recommending that shareholders
                                            vote for those nominees and why you are opposing certain other Company nominees.

Response: In response to the Staff’s
comment, the Filing Persons have updated the Revised Preliminary Proxy Statement to explain their reasons for opposing the Opposed Company
Nominees and for not opposing (and making no recommendation with respect to the election of) the Other Company Nominees. However, the
Filing Persons respectfully advise the Staff that the Arkhouse Parties are still in the process of finalizing the identity of the Opposed
Company Nominees and the Other Company Nominees and anticipate only being in a position to do so at the time the Filing Persons file a
definitive proxy statement. Additionally, being required to identify the Opposed Company Nominees and the Other Company Nominees prior
to the definitive filing will place the Arkhouse Parties at a strategic disadvantage in relation to the Company which faces no such issues.
Considering this, and in light of the fact that the Staff has traditionally (in our experience), in the context of the pre-universal proxy
card short slate regime, allowed dissidents to withhold the identity of opposed company nominees prior to making a definitive filing,
we feel the approach taken by the Filing Persons comports with prior Staff practice and Rule 14a-19, and provides the Staff with
the ability to review the Filing Person’s proxy card, at the preliminary stage, for compliance with the font, style and size requirements
set forth in Rule 14a-19(e)(5), and for any other material disclosure purposes, without disadvantaging the Filing Persons in a way
that the Company is not.

 7. See our last comment above. For both the
                                            Acceptable Company Nominees and the Opposed Company Nominees, you are recommending a "WITHHOLD"
                                            vote. Therefore, revise to explain the difference between the two groups, from Arkhouse's
                                            perspective and explain why you term certain nominees "acceptable" but are not
                                            recommending shareholders vote "FOR" those nominees.

Response:
The Filing Persons have changed the references to “Acceptable Company Nominees” to “Other Company Nominees”
in the Revised Preliminary Proxy Statement to further clarify that the Filing Persons are not supporting the Other Company Nominees.

The Filing Persons additionally respectfully advise
the Staff that the Arkhouse Parties are not recommending a “WITHHOLD” vote for both the Opposed Company Nominees and the Other
Company Nominees: they are recommending that the stockholders vote “WITHHOLD” on the election of the Opposed Company Nominees
and make no recommendation with respect to the election of the Other Company Nominees. See pages iv, v, 9, 23, 28 and 39 of
the Preliminary Proxy Statement and pages v, vi, 9, 22, 24, 29 and 42 of the Revised Preliminary Proxy Statement. In response to
the Staff’s comments 6 and 7 above, the Filing Persons have supplemented their disclosure on page vi of the Revised Preliminary
Proxy Statement to explain their reasons for not opposing (and making no recommendation with respect to the election of) the Other Company
Nominees.

    -3-

April 2, 2024

For purposes of completeness, (i) as disclosed
on pages vi, vii, 24 and 29 of the Revised Preliminary Proxy Statement, the Arkhouse Parties intend to vote all of their own shares
of Common Stock to “WITHHOLD” for both the Opposed Company Nominees and the Other Company Nominees (formerly referred to as
 “Acceptable Company Nominees”) and (ii) as disclosed on pages 20 and 42 of the Revised Preliminary Proxy Statement,
if a stockholder returns a blue universal proxy card or blue voting instruction form and does not mark a vote with respect to any of the
nominees, such stockholder’s shares of Common Stock will be voted “WITHHOLD” on the election of both the Opposed Company
Nominees and the Other Company Nominees (formerly referred to as “Acceptable Company Nominees”).

 8. Refer to the following disclosure on page 26
                                            of the proxy statement: "We further reserve the right to (i) withdraw any or all
                                            of the Arkhouse Nominees and/or (ii) nominate fewer than all of the Arkhouse Nominees
                                            listed herein and/or to re-designate one or more of such individuals as alternate nominees."
                                            Clarify the effect of "re-designating" someone as an "alternate nominee"
                                            in this context, including by explaining when and under what circumstances an alternate would
                                            or could serve. Similarly, describe the circumstances under which you might withdraw one
                                            or all of the Arkhouse Nominees.

Response: In response to the Staff’s
comment, the Filing Persons have revised disclosure on page 26 of the Revised Preliminary Proxy Statement to remove the Arkhouse
Parties’ reservation of right to re-designate individuals as alternative nominees, and to clarify that the Arkhouse Parties currently
have no reason to believe that any Arkhouse Nominee will be unable to serve or for good cause will not serve as a director.

Incorporation by Reference, page 40

 9. Please update this section generally to
                                            reflect the fact that the Company has now filed its proxy statement.

Response: In response to the Staff’s
comment, the Filing Persons have revised the Incorporation by Reference section on page 43 of the Revised Preliminary Proxy Statement
to refer to the Company’s definitive proxy statement which has not yet been filed by the Company as of the date of the Revised Preliminary
Proxy Statement.

General

 10. Please fill in the blanks throughout the
                                            proxy statement, including with respect to the identity of the Acceptable Nominees. Information
                                            that is subject to change may be bracketed to reflect this fact.

Response:
In response to the Staff’s comment, the Filing Persons have revised disclosures throughout the Revised Proxy Statement
to fill in blanks, other than with respect to matters that have not been finally determined or are not known at this time. As stated
in the Filing Persons’ response to the Staff’s Comment 6 above, the Filing Persons are still in the process of finalizing
the identities of the Other Company Nominees, and anticipate only being in a position to do so at the time the Filing Persons file a
definitive proxy statement.

    -4-

April 2, 2024

 11. All materials identified in the Notice
                                            of Internet Availability of Proxy Materials must be available at a specified website address
                                            that may not be the address of the Commission's electronic filing system. See Rule 14a-16(b)(3).
                                            Please revise generally throughout the proxy statement to provide your own website address
                                            where shareholders may access your proxy materials. See for example, page vi under "Important
                                            Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting."

Response:
In resp