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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Treadway Brandy L 2. Date of Event Requiring Statement (Month/Day/Year) 08/18/2017 3. Issuer Name and Ticker or Trading Symbol J C PENNEY CO INC [JCP] (Last) (First) (Middle) C/O J. C. PENNEY COMPANY, INC., 6501 LEGACY DRIVE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, General Counsel 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) PLANO, TX 75024 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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 of 50 cents Par Value 27,294.28 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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
Phantom Stock Units	  (1)	  (1)	Common Stock	1,344.2709	$ (1)	D	Â
Employee stock option/Right to Buy	  (2)	03/12/2022	Common Stock	1,884	$ 37.63	D	Â
Employee stock option/Right to Buy	  (3)	04/02/2023	Common Stock	3,890	$ 14.43	D	Â
Employee stock option/Right to Buy	  (4)	03/18/2025	Common Stock	9,233	$ 7.77	D	Â
Employee stock option/Right to Buy	  (5)	03/05/2027	Common Stock	25,597	$ 5.96	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Treadway Brandy L C/O J. C. PENNEY COMPANY, INC. 6501 LEGACY DRIVE PLANO, TX 75024	Â	Â	  SVP, General Counsel	Â

Signatures

*** /s/ Salil R. Virkar, attorney in fact		08/22/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents equivalent shares based on units of participation in the JCPenney stock fund credited to Ms. Treadway's account under the Company's Mirror Savings Plan. Each phantom stock unit entitles the reporting person to receive, on the applicable payment date, the cash value of one share of JCPenney common stock.The reporting person may transfer her phantom stock account into an alternative investment account at any time.
(2)	Represents grant of employee stock options under the Company's 2009 Long-Term Incentive Plan, which vested one-third on March 13, 2013, one-third on March 13, 2014 and one-third on March 13, 2015.
(3)	Represents grant of employee stock options under the Company's 2012 Long-Term Incentive Plan, which vested one-third on April 3, 2014, one-third on April 3, 2015 and one-third on April 3, 2016.
(4)	Represents grant of employee stock options under the Company's 2014 Long-Term Incentive Plan, which vested one-third on each of March 19, 2016 and March 19, 2017 and will vest one-third on March 19, 2018.
(5)	Represents grant of employee stock options under the Company's 2016 Long-Term Incentive Plan, which will vest one-third on March 6, 2018, one-third on March 6, 2019 and one-third on March 6, 2020.
  Remarks: ***Under POA as filed herewith. Exhibit List: Exhibit No. 24 - Power of Attorney (POA)

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