Old COPPER (CPPRQ) Form 3 J C PENNEY / West Mary E Stone ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Stone West Mary E

(Last) (First) (Middle)

C/O J. C. PENNEY COMPANY, INC.

6501 LEGACY DRIVE

(Street)

PLANO TX 75024

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/20/2016

3. Issuer Name and Ticker or Trading Symbol
J C PENNEY CO INC [ JCP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Cust. & Mkt. Off.

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock of 50 cents Par Value	201,460.0628	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee stock option/Right to Buy	(1)	06/03/2025	Common Stock	123,188	8.64	D
Employee stock option/Right to Buy	(2)	03/02/2026	Common Stock	75,000	10.84	D

Explanation of Responses:

1. Represents grant of employee stock options under the Company's 2014 Long-Term Incentive Plan, which vest one-third on June 4, 2016, one-third on June 4, 2017 and one-third on June 4, 2018.

2. Represents grant of employee stock options under the Company's 2014 Long-Term Incentive Plan, which vest one-third on March 3, 2017, one-third on March 3, 2018 and one-third on March 3, 2019.

Remarks:

***Under POA as filed herewith. Exhibit List: Exhibit No. 24 - Power of Attorney (POA)

	*** /s/ David A. Shipley, attorney in fact	05/26/2016
	** 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 5 (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).
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