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
                                                                                  
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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 *

RECORD EDWARD J
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, CFO
(Last)          (First)          (Middle)

C/O J. C. PENNEY COMPANY, INC., 6501 LEGACY DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/3/2016
(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   3/3/2016     A    34594   (1) A $0   476232   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
Employee stock option/Right to Buy   $10.84   3/3/2016     A      75000   (2)        (2) 3/2/2026   Common Stock   75000   $0   75000   (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 3, 2017, one-third on March 3, 2018 and one-third on March 3, 2019.
( 3)  Represents current grant of stock options. Including the reported grant, Mr. Record beneficially owns an aggregate of 366,263 stock options at various exercise prices.

Remarks:
*** Under continuing POA as filed with the S.E.C.

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


EVP, CFO

Signatures
*** /s/ David A. Shipley, attorney in fact 3/7/2016
** 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 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 control number.
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