X0306 4 2013-03-04 0 0001166126 J C PENNEY CO INC JCP 0000904503 ROTH STEVEN C/O VORNADO REALTY TRUST 888 SEVENTH AVENUE NEW YORK NY 10019 1 0 0 0 Common Stock, par value $0.50 per share ("Common Stock") 2013-03-04 4 S 0 10000000 16.03 D 6184610 I By VNO Fashion LLC Common Stock 767808 I By Two Penn Plaza REIT JP Fashion LLC Common Stock 831792 I By H Street JP Fashion LLC Common Stock 799800 I By PCJ I Inc. Mr. Roth is a trustee and the Chairman of the Board of Trustees of Vornado Realty Trust ("Vornado"), which is the general partner of Vornado Realty L.P. ("VRLP"). VRLP is the sole member of VNO Fashion LLC and VSPS I L.L.C. ("VSPS"). VRLP is the controlling shareholder of Two Penn Plaza REIT, INC. ("Two Penn Inc"). Two Penn Inc is the sole member of Two Penn Plaza REIT JP Fashion LLC ("Two Penn LLC"). VRLP is also the sole member of CESC H Street LLC ("CESC"). CESC is the controlling shareholder of H Street Building Corporation ("H Street Corp"). H Street Corp is the sole member of H Street JP Fashion LLC. VRLP is the sole shareholder of Vornado RTR, Inc. and Vornado RTR, Inc. is the sole shareholder of PCJ I Inc. Mr. Roth was elected to the board of directors of the Issuer on February 9, 2011. As a trustee of Vornado, Mr. Roth may be deemed to have a pecuniary interest in certain of the shares of the Issuer beneficially owned by Vornado. Mr. Roth disclaims any beneficial ownership of securities of the Issuer. /s/ Steven Roth 2013-03-06