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Ownership Document |
Schema Version: X0203 |
Document Type: 3 |
Period of Report: 10/4/10 |
No Securities Owned: 0 |
Issuer: |
| Issuer CIK: 1166126 |
| Issuer Name: J C PENNEY CO INC |
| Issuer Trading Symbol: JCP |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1336528 |
| | Owner Name: Pershing Square Capital Management, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 888 SEVENTH AVENUE, 42ND FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10019 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1336477 |
| | Owner Name: PS Management GP, LLC |
| Reporting Owner Address: |
| | Owner Street 1: 888 SEVENTH AVENUE, 42ND FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10019 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1336476 |
| | Owner Name: Pershing Square GP, LLC |
| Reporting Owner Address: |
| | Owner Street 1: 888 SEVENTH AVENUE, 42ND FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10019 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1056513 |
| | Owner Name: ACKMAN WILLIAM A |
| Reporting Owner Address: |
| | Owner Street 1: 888 SEVENTH AVENUE, 42ND FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10019 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Non-Derivative Table: |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 34,919,071 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Total Return Swap |
| | Conversion or Exercise Price: |
| | | Value: 29.29 |
| | Exercise Date: |
| | | Footnote ID: F7 |
| | Expiration Date: |
| | | Value: 4/13/12 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 602,600 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option to Purchase Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 23.00 |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 5/21/11 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 350,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option to Purchase Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 24.00 |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 5/21/11 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 375,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option to Purchase Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 25.00 |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 5/21/11 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 600,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option to Purchase Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 26.00 |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 5/21/11 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 656,400 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option to Purchase Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 27.00 |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 5/21/11 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 680,100 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option to Purchase Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 28.00 |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 5/21/11 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 645,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option to Purchase Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 29.00 |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 5/21/11 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 140,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option to Purchase Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 30.00 |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 5/21/11 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 350,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option to Purchase Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 20.00 |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 1/21/12 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 60,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option to Purchase Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 22.50 |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 1/21/12 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 100,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option to Purchase Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 25.00 |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 1/21/12 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 100,200 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option to Purchase Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 30.00 |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 1/21/12 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 100,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnote ID: F5 |
Footnotes: |
| Footnote - F1: 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. |
| Footnote - F2: 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"). |
| Footnote - F3: 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). |
| Footnote - F4: 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. |
| Footnote - F5: 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. |
| Footnote - F6: Immediate. |
| Footnote - F7: 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. |
Owner Signature: |
| Signature Name: Pershing Square Capital Management, L.P., By: PS Management GP, LLC, its General Partner, By: /S/ William A. Ackman, Managing Member |
| Signature Date: 10/8/10 |
Owner Signature: |
| Signature Name: PS Management GP, LLC, By: /s/ William A. Ackman, Managing Member |
| Signature Date: 10/8/10 |
Owner Signature: |
| Signature Name: Pershing Square GP, LLC, By: /s/ William A. Ackman, Managing Member |
| Signature Date: 10/8/10 |
Owner Signature: |
| Signature Name: /s/ William A. Ackman |
| Signature Date: 10/8/10 |