SEC Form 4 · accession 0001140361-15-012746

J C PENNEY CO INC · JCP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — SVP, Controller

Period of report

Mar 19, 2015

Accepted (ET)

Mar 19, 2015 · 8:09 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001166126

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock of 50 cents Par Value^F1	Mar 19, 2015	A	27,349	$0.00	A	59,988	D
Common Stock of 50 cents Par Value^F2	holding	—	—		—	3,635	I	By Trustee of 401(k)

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee stock option/Right to Buy^F3,F4	$7.77	Mar 19, 2015	A	24,858	A	—	Mar 18, 2025	Common Stock	24,858	24,858	D

F1Represents restricted stock units granted under the Company's 2014 Long-Term Incentive Plan.
F2Represents equivalent shares based on units of participation in the JCPenney stock fund allocated to Mr. Miller's account in the Company's 401(k) plan as of February 28, 2015. The shares of JCPenney common stock in the fund are held by the trustee of the 401(k) plan. Changes in the amount of securities beneficially owned reflect changes in the value of the fund, the number of units of participation in the fund held by all participants, and the number of units of participation held by Mr. Miller.
F3Represents grant of employee stock options under the Company's 2014 Long-Term Incentive Plan which vest one-third on March 19, 2016, one-third on March 19, 2017 and one-third on March 19, 2018.
F4Represents current grant of stock options. Including the reported grant, Mr. Miller beneficially owns an aggregate of 168,623 stock options at various exercise prices.

*** Under continuing POA as filed with the S.E.C.