X0306 4 2014-03-20 0 0001166126 J C PENNEY CO INC JCP 0001472821 Laverty David S C/O J. C. PENNEY COMPANY, INC. 6501 LEGACY DRIVE PLANO TX 75024 0 1 0 0 EVP, CIO Common Stock of 50 cents Par Value 2014-03-20 4 A 0 41866 0 A 49050 D Employee stock option/Right to Buy 8.36 2014-03-20 4 A 0 90909 0 A 2024-03-19 Common Stock 90909 90909 D Represents restricted stock units granted under the Company's 2012 Long-Term Incentive Plan. The restricted stock units will vest one-third on March 20, 2015, one-third on March 20, 2016 and one-third on March 20, 2017. Represents grant of performance-contingent employee stock options under the Company's 2012 Long-Term Incentive Plan. Stock price must appreciate by at least 50% over the Grant Price for a period of 20 consecutive trading days at any time within four years of the grant date. Options are also subject to time-based vesting requirements over four years and will vest in full only if performance metric is achieved at any time within four years of the grant date. If performance metric is not achieved prior to the fourth anniversary of the grant date, all options will be cancelled. Represents current grant of stock options. Including the reported grant, Mr. Laverty beneficially owned an aggregate of 130,942 stock options at various exercise prices. *** Under continuing POA as filed with the S.E.C. *** /s/ Brandy L. Treadway, attorney in fact 2014-03-24