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Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
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*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover
page.
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The
information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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Item
1(a)
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Name
of Issuer:
J.
C. PENNEY COMPANY, INC.
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Item
1(b)
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Address
of Issuer's Principal Executive Offices:
6501
Legacy Drive, Plano, Texas
75024-3698
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Item
2(a)
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Name
of Person Filing:
J.
C. Penney Corporation, Inc. Savings, Profit-Sharing
and
Stock Ownership Plan
("Plan")
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Item
2(b)
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Address
of Principal Business Office or, if none, Residence:
Principal
Business Office: 6501 Legacy Drive, Plano,
Texas 75024-3698
Mailing Address:
6501 Legacy Drive, Mail Stop 1104, Plano, Texas
75024-3698
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Item
2(c)
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Citizenship:
Not
applicable
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Item
2(d)
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Titel
of Class of Securities:
Common
Stock of 50¢ par value
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Item
3
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is
a:
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(f) [x]
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
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(a)
Amount Beneficially Owned: 16,656,714 shares. (See
Item 4(c)).
(b)
Percent of Class: 7.5%.
(c)
Number of shares as to which the Plan
has:
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(i)
(ii)
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sole
power to vote or to direct the vote - 0.
shared
power to vote or to direct the vote – 16,656,714. Each of
the issuer's employees who is a Plan participant and who has been
allocated shares under the Plan ("Allocated Stock") is entitled to
instruct the trustee of the Plan, State Street Bank and Trust Company
(“Trustee”), on how to vote the shares of Common Stock of 50¢ par value of
the issuer ("Penney Stock") allocated to such participant’s account plus a
pro rata portion of all Allocated Stock
for
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which
no direction has been received ("Undirected Stock"). Such pro
rata portion shall be calculated by multiplying the Undirected Stock by a
fraction the numerator of which is such participant’s Allocated
Stock and the denominator of which is the total amount of Allocated Stock
for which timely instructions were received by the Trustee. The Trustee is
obligated to vote such Allocated Stock and Undirected Stock as
instructed.
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(iii)
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sole
power to dispose or to direct the disposition of -
0.
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(iv)
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shared
power to dispose or to direct the disposition of –
16,656,714. (A) In the event of any offer (including but not
limited to a tender or exchange offer within the meaning of the Securities
Exchange Act of 1934, as amended) for shares of Penney Stock, each Plan
participant may direct the Trustee to accept or reject the offer or to
tender or not tender the shares of Penney Stock credited to such
participant's accounts under the Plan, plus an allocable portion of all
Undirected Stock. The Trustee shall be obligated to follow all
such directions which are timely received. The Trustee is to
decide whether or not to accept or reject an offer or to tender or not to
tender shares of Penney Stock pursuant to an offer only if the sum of the
number of shares it sold, exchanged or transferred in accordance with any
other offer during the preceding twelve months plus the number of shares
subject to any outstanding offers is fewer than 10% of the total number of
shares held by the Plan. (B) Although the Trustee does not
normally trade shares of Penney Stock held by it, under certain
circumstances a participant may give instructions regarding his or her
accounts which may result in the sale or transfer of certain shares by the
Trustee.
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Item
5
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Ownership
of Five Percent or Less of a Class.
Not
applicable
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Item
6
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Ownership
of More than Five Percent on Behalf of Another
Person.
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The
filing person maintains a trust which holds shares of Penney Stock for the
benefit of current and certain former employees of the issuer who are
participants in the Plan. Participants in the Plan have the
right upon termination, pursuant to the terms of the Plan, to the vested
shares of Penney Stock, or to the proceeds of the sale of shares of Penney
Stock.
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Item
7
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person.
Not
applicable
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Item
8
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Identification
and Classification of Members of the Group.
Not
applicable
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Item
9
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Notice
of Dissolution of Group.
Not
applicable
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Item
10
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Certification.
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
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The
filing of this statement shall not be construed as an admission that the
Plan is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, the beneficial owner of any securities
covered by this statement.
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