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Filing Details

Accession Number:: 0001140361-12-012342
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-03-01 17:42:40
Reporting Period:: 2012-02-28

Filing Date:: 2012-03-01
Accepted Time:: 2012-03-01 17:42:40
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1166126	J C Penney Co Inc	JCP	Retail-Department Stores (5311)	260037077

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1436869	P Dennis Miller	C/O J. C. Penney Company, Inc. 6501 Legacy Drive Plano TX 75024	Svp, Controller	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock Of 50 Cents Par Value	Acquisiton	2012-02-28	10,632	$16.09	21,887	No	4	M	Direct
Common Stock Of 50 Cents Par Value	Acquisiton	2012-02-28	10,000	$30.88	31,887	No	4	M	Direct
Common Stock Of 50 Cents Par Value	Disposition	2012-02-28	10,632	$41.44	21,255	No	4	S	Direct
Common Stock Of 50 Cents Par Value	Disposition	2012-02-28	10,000	$41.38	11,255	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee stock option/Right to Buy	Disposition	2012-02-28	10,632	$0.00	10,632	$16.09
Common Stock	Employee stock option/Right to Buy	Disposition	2012-02-28	10,000	$0.00	10,000	$30.88
Common Stock	Employee stock option/Right to Buy	Acquisiton	2012-02-28	10,707	$0.00	10,707	$41.34

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
5,317		2019-03-15	No	4	M	Direct
0	2011-07-24	2018-07-23	No	4	M	Direct
10,707		2022-02-27	No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock Of 50 Cents Par Value	14,350	Indirect	By Trustee of 401(k)

Footnotes

Includes 144.001 restricted stock units acquired since March 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.
These shares were disposed of in multiple transactions on February 28, 2012 at actual sales prices ranging from $41.29 to $41.52 per share. The price reported reflects the weighted average sale price for the transactions. The reporting person undertakes to provide upon request by SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
Represents 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 January 31, 2012. 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.
Represents portion of option grant vesting one-third on March 16, 2010 and March 16, 2011.
Represents grant of employee stock options under the Company's 2009 Long-Term Incentive Plan which will vest fully on February 28, 2014.
After the current exercise and grant of stock options, Mr. Miller beneficially owns an aggregate of 67,858 stock options at various exercise prices.