FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Dastugue Michael 		2. Issuer Name and Ticker or Trading Symbol

J C PENNEY CO INC [ JCP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, Chief Financial Officer
(Last)          (First)          (Middle)

C/O J. C. PENNEY COMPANY, INC., 6501 LEGACY DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/13/2012
(Street)

PLANO, TX 75024
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock of 50 cents Par Value   3/13/2012     A    16609   (1) A $ 0   103468.125   (2) D    
Common Stock of 50 cents Par Value                  2754.1068   (3) I   By Trustee of 401(k)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option/Right to Buy   $37.63   3/13/2012     A      53510   (4)        (4) 3/12/2022   Common Stock   53510   $ 0   53510   (5) D    

Explanation of Responses:
( 1)  Represents restricted stock units granted under the Company's 2009 Long-Term Incentive Plan. The restricted stock units will fully vest on March 13, 2015.
( 2)  Includes 408.819 restricted stock units acquired since November 16, 2011 pursuant to dividend equivalents on restricted stock unit awards. Dividend equivalents on restricted stock unit awards accrue on a quarterly basis, exempt under Rule 16a-11.
( 3)  Represents equivalent shares based on units of participation in the JCPenney stock fund allocated to Mr. Dastugue's account in the Company's 401(k) plan, as of November 16, 2011. 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. Dastugue.
( 4)  Represents grant of employee stock options under the Company's 2009 Long-Term Incentive Plan which vest one-third on March 13, 2013, one-third on March 13, 2014, and one-third on March 13, 2015.
( 5)  Represents current grant of stock options. Including the reported grant, Mr. Dastugue beneficially owns an aggregate of 317,535 stock options at various exercise prices.

Remarks:
*** Under POA as filed herewith.
Exhibit List:
Exhibit No. 24.1 - Power of Attorney (POA)

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dastugue Michael
C/O J. C. PENNEY COMPANY, INC.
6501 LEGACY DRIVE
PLANO, TX 75024

EVP, Chief Financial Officer

Signatures
*** /s/ Salil R. Virkar, attorney in fact 3/15/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who 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.
J C Penney (NYSE:JCP)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more J C Penney Charts.
J C Penney (NYSE:JCP)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more J C Penney Charts.