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
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Treadway Brandy L 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)
SVP, General Counsel and Sec.
(Last)         (First)         (Middle)
C/O J. C. PENNEY COMPANY, INC., 6501 LEGACY DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)
6/16/2020
(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  6/16/2020    S    3732  D $.4021 (1) 0 (2) D   

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

Explanation of Responses:
(1)  The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.4021 to $0.4035, inclusive. The reporting person undertakes to provide any security holder of J. C. Penney Company, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote to this Form 4.
(2)  The reporting person forfeited all of her previously reported restricted stock units as a condition to an award made to the reporting person pursuant to the J. C. Penney Company, Inc. Pre-Paid Compensation Plan (see the Issuer's Current Report on Form 8-K filed on May 12, 2020) and no longer owns any beneficial interest in the Issuer's common stock.

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


SVP, General Counsel and Sec.

Signatures
*** /s/ Brandy L. Treadway, SVP, General Counsel and Secretary 6/16/2020
**Signature of Reporting Person Date
JC Penney (PK) (USOTC:JCPNQ)
Historical Stock Chart
From Jul 2020 to Aug 2020 Click Here for more JC Penney (PK) Charts.
JC Penney (PK) (USOTC:JCPNQ)
Historical Stock Chart
From Aug 2019 to Aug 2020 Click Here for more JC Penney (PK) Charts.