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Form 4 J C PENNEY CO INC For: Mar 19 Filed by: Laverty David S

March 19, 2015 8:05 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Laverty David S
(Last) (First) (Middle)
C/O J. C. PENNEY COMPANY, INC.
6501 LEGACY DRIVE
(Street)
PLANO TX 75024
(City) (State) (Zip)
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, CIO
3. Date of Earliest Transaction (Month/Day/Year)
03/19/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 03/19/2015   A   22,523 (1) A $ 0 71,573 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 $ 7.77 03/19/2015   A   140,625 (2)     (2) 03/18/2025 Common Stock 140,625 $ 0 140,625 (3) D  
Explanation of Responses:
1. Represents restricted stock units granted under the Company's 2014 Long-Term Incentive Plan.
2. Represents 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.
3. Represents current grant of stock options. Including the reported grant, Mr. Laverty beneficially owned an aggregate of 271,567 stock options at various exercise prices.
Remarks:
***Under POA as filed herewith. 
Exhibit List: Exhibit No. 24 - Power of Attorney (POA)
*** /s/ David A. Shipley, attorney in fact 03/19/2015
** 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 Number.


Exhibit 24


Power of Attorney

I, Scott Laverty, hereby appoint and authorize Janet Dhillon, Salil R. Virkar and David A. Shipley, together or individually to prepare, execute, and file (electronically or otherwise), specifically on my behalf as my attorney-in-fact, Forms 3, 4 and 5, Forms 144, and any amendments thereto and any forms required to comply with Section 16 of the Securities Exchange Act of 1934 or similar provisions of securities laws and the rules thereunder (“Section 16 Forms”), with the Securities and Exchange Commission or any other required public authority or stock exchange regarding my transactions in J. C. Penney Company, Inc. stock or securities. By signing below, I hereby adopt as my own signature any one or more of the signatures of the individuals set forth above which may appear on such Section 16 Forms filed on my behalf.

This power of attorney shall be in full force and effect on and from the date below written and shall remain in full force and effect until the undersigned is no longer required to file Section 16 Forms with respect to the undersigned's holdings of and transactions in J. C. Penney Company, Inc. stock or securities or until specifically rescinded. By execution of this power of attorney I hereby authorize and grant the powers stated herein and revoke all powers previously granted with respect to the preparation, execution and filing of Section 16 Forms regarding my transactions in J. C. Penney Company, Inc. stock or securities.

Dated this 2nd day of February, 2015.


                
/s/ Scott Laverty
Scott Laverty





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