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Ackman William A, et al. · 3 · J C Penney Co Inc · For 10/4/10

Filed On 10/8/10, 9:16am ET   ·   Accession Number 1209191-10-49797   ·   SEC File 1-15274

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

10/08/10  Ackman William A                  3          10% Owner   1:22K  J C Penney Co Inc                 RR Donnelley File16/FA
          Pershing Square GP, LLC
          PS Management GP, LLC
          Pershing Square Capital Management, L.P.

Initial Statement of Beneficial Ownership of Securities   —   Form 3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 3           Initial Statement of Beneficial Ownership of        HTML     21K 
                          Securities -- c06735_3x0.xml/2.3                       


This document is an XML File that may be rendered in various formats:

Form 3  –  Plain Text  –  EDGAR System  –  SEC Website  –  XML Listing  –  Browser ± <?xml?>
 

 
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
1. Name and Address of Reporting Person*
Pershing Square Capital Management, L.P.

(Last) (First) (Middle)
888 SEVENTH AVENUE, 42ND FLOOR


(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/4/10
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 X 10% Owner
 Officer (give title below)  Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
 Form filed by One Reporting Person
X 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 34,919,071 I See Footnotes (1) (2) (3) (4)
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
Total Return Swap (7) 4/13/12 Common Stock 602,600 29.29 I See Footnotes (1) (2) (3) (4) (5)
Option to Purchase Common Stock (6) 5/21/11 Common Stock 350,000 23 I See Footnotes (1) (2) (3) (4) (5)
Option to Purchase Common Stock (6) 5/21/11 Common Stock 375,000 24 I See Footnotes (1) (2) (3) (4) (5)
Option to Purchase Common Stock (6) 5/21/11 Common Stock 600,000 25 I See Footnotes (1) (2) (3) (4) (5)
Option to Purchase Common Stock (6) 5/21/11 Common Stock 656,400 26 I See Footnotes (1) (2) (3) (4) (5)
Option to Purchase Common Stock (6) 5/21/11 Common Stock 680,100 27 I See Footnotes (1) (2) (3) (4) (5)
Option to Purchase Common Stock (6) 5/21/11 Common Stock 645,000 28 I See Footnotes (1) (2) (3) (4) (5)
Option to Purchase Common Stock (6) 5/21/11 Common Stock 140,000 29 I See Footnotes (1) (2) (3) (4) (5)
Option to Purchase Common Stock (6) 5/21/11 Common Stock 350,000 30 I See Footnotes (1) (2) (3) (4) (5)
Option to Purchase Common Stock (6) 1/21/12 Common Stock 60,000 20 I See Footnotes (1) (2) (3) (4) (5)
Option to Purchase Common Stock (6) 1/21/12 Common Stock 100,000 22.5 I See Footnotes (1) (2) (3) (4) (5)
Option to Purchase Common Stock (6) 1/21/12 Common Stock 100,200 25 I See Footnotes (1) (2) (3) (4) (5)
Option to Purchase Common Stock (6) 1/21/12 Common Stock 100,000 30 I See Footnotes (1) (2) (3) (4) (5)
1. Name and Address of Reporting Person*
Pershing Square Capital Management, L.P.

(Last) (First) (Middle)
888 SEVENTH AVENUE, 42ND FLOOR


(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PS Management GP, LLC

(Last) (First) (Middle)
888 SEVENTH AVENUE, 42ND FLOOR


(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pershing Square GP, LLC

(Last) (First) (Middle)
888 SEVENTH AVENUE, 42ND FLOOR


(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ACKMAN WILLIAM A

(Last) (First) (Middle)
888 SEVENTH AVENUE, 42ND FLOOR


(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
(1)  In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square Capital"), this Form 3 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), Pershing Square GP, LLC, a Delaware limited liability company ("Pershing Square GP"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Pershing Square Capital and may be deemed to have a pecuniary interest in securities owned by it.
(2)  Pershing Square advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square II, L.P., a Delaware limited partnership ("PS II"), Pershing Square International, Ltd., a Cayman Islands exempted company (together with its wholly-owned subsidiary PSRH, Inc., a Cayman Islands exempted company, "Pershing Square International"), Pershing Square Holdco III, LLC, a Delaware limited liability company ("PS Holdco III"), Pershing Square Holdco IIIA, LLC, a Delaware limited liability company ("PS Holdco IIIA") and Pershing Square Holdco IIIB, LLC, a Delaware limited liability company ("PS Holdco IIIB", together with PS, PS II, Pershing Square International, PS Holdco III, and PS Holdco IIIA, the "Pershing Square Funds").
(3)  Pershing Square Capital, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the securities set forth on Tables I and II hereof (the "Subject Securities") for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. As the general partner of Pershing Square Capital, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). As the general partner of PS and PS II, Pershing Square GP may be deemed to be the beneficial owner of the shares of Subject Securities owned by PS and PS II for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square Capital and managing member of each of PS Management and Pershing Square GP, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).
(4)  Each of the Reporting Persons disclaims any beneficial ownership of any of the securities listed in this Form 3, except to the extent of any pecuniary interest therein.
(5)  The total return swaps and options to purchase shares of common stock set forth on Table II do not give any of the Pershing Square Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the issuer.
(6)  Immediate.
(7)  Under the terms of the cash-settled total return swaps (i) Pershing Square International will be obligated to pay to the counterparty any negative price performance of the 602,600 notional number of shares of Common Stock subject to the swap as of the expiration date of such swap, plus interest at the rates set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay to Pershing Square International any positive price performance of the 602,600 notional number of shares of Common Stock subject to the swap as of the expiration date of the swap. Any dividends received by the counterparty on such notional shares of Common Stock during the term of the swap will be paid to Pershing Square International. All balances will be cash settled at the expiration date of the swap.
 Pershing Square Capital Management, L.P., By: PS Management GP, LLC, its General Partner, By: /S/ William A. Ackman, Managing Member 10/8/10
 PS Management GP, LLC, By: /s/ William A. Ackman, Managing Member 10/8/10
 Pershing Square GP, LLC, By: /s/ William A. Ackman, Managing Member 10/8/10
 /s/ William A. Ackman 10/8/10
 ** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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