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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
J.C. Penney Company, Inc.
Common Stock
(Title of Class of Securities)
708160106
Roy J. Katzovicz, Esq.
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, NY 10019
212-813-3700
With a Copy to:
Stephen Fraidin, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
212-446-4800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 22, 2011
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box.o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be
sent.
The information required on the remainder of this cover page shall not be deemed to be filed
for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
* The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. The
information required on the remainder of this cover page shall not be deemed to be filed for the
purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON
Pershing Square Capital Management, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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39,075,771 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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39,075,771 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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39,075,771 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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18.3%(1) |
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14 |
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TYPE OF REPORTING PERSON |
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IA |
(1) Calculated based on 213,315,702 shares of the Common Stock, 50 cents par value, of J.C. Penney Company, Inc., outstanding as of September 1, 2011, as reported in J.C. Penney Company, Inc.s quarterly report on Form 10-Q for the quarterly period ended July 30, 2011.
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1 |
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NAME OF REPORTING PERSON
PS Management GP, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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39,075,771 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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39,075,771 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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39,075,771 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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18.3%(2) |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
(2) Calculated based on 213,315,702 shares of the Common Stock, 50 cents par value, of J.C. Penney Company, Inc., outstanding as of September 1, 2011, as reported in J.C. Penney Company, Inc.s quarterly report on Form 10-Q for the quarterly period ended July 30, 2011.
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1 |
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NAME OF REPORTING PERSON
Pershing Square GP, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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16,985,050 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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16,985,050 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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16,985,050 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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8.0%(3) |
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14 |
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TYPE OF REPORTING PERSON |
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IA |
(3) Calculated based on 213,315,702 shares of the Common Stock, 50 cents par value, of J.C. Penney Company, Inc., outstanding as of September 1, 2011, as reported in J.C. Penney Company, Inc.s quarterly report on Form 10-Q for the quarterly period ended July 30, 2011.
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1 |
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NAME OF REPORTING PERSON
William A. Ackman |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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39,075,771 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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39,075,771 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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39,075,771 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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18.3%(4) |
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14 |
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TYPE OF REPORTING PERSON |
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IA |
(4) Calculated based on 213,315,702 shares of the Common Stock, 50 cents par value, of J.C. Penney Company, Inc., outstanding as of September 1, 2011, as reported in J.C. Penney Company, Inc.s quarterly report on Form 10-Q for the quarterly period ended July 30, 2011.
TABLE OF CONTENTS
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ITEM 1. SECURITY AND ISSUER |
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
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SIGNATURES |
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EXHIBIT INDEX |
ITEM 1. SECURITY AND ISSUER
This amendment No. 5 to Schedule 13D (this 13D Amendment No. 5) amends and
supplements the statement on Schedule 13D (the Original
Schedule 13D), filed on October 8,
2010, as amended and supplemented by amendment No. 1 (the 13D Amendment No. 1), filed on
January 25, 2011, amendment No. 2 (the 13D Amendment No. 2), filed on February 10, 2011,
amendment No. 3 (the 13D Amendment No. 3), filed on February 25, 2011, and amendment No.
4 (the 13D Amendment No. 4), filed on August 19, 2011 (the Original Schedule 13D as
amended and supplemented by the 13D Amendment No. 1, the 13D Amendment No. 2, the 13D Amendment No.
3, the 13D Amendment No. 4 and this 13D Amendment No. 5, the Schedule 13D), by Pershing
Square Capital Management, L.P., a Delaware limited partnership (Pershing Square); 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 (together with Pershing Square, PS Management and
Pershing Square GP , the Reporting Persons), relating to the common stock, par value
$0.50 per share (the Common Stock), of J.C. Penney Company, Inc., a Delaware corporation
(the Issuer). The principal executive offices of the Issuer are located at: 6501 Legacy
Drive, Plano, Texas 75024-3698.
Capitalized terms not defined in this 13D Amendment No. 5 shall have the meaning ascribed to
them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
As of September 22, 2011, as reflected in this Amendment No. 5, the Reporting Persons
beneficially owned an aggregate of 39,075,771 shares of Common Stock (which include 360,200 shares
of Common Stock underlying listed American-style call options), representing approximately 18.3% of
the outstanding shares of Common Stock of the Issuer. The Reporting Persons also have additional
economic exposure to approximately 16,571,839 notional shares of Common Stock under certain
cash-settled total return swaps (Swaps), bringing their total aggregate economic exposure
to 55,647,610 shares of Common Stock, representing approximately 26.1% of the outstanding shares of
Common Stock of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following
information:
On September 22, 2011, certain of the Reporting Persons entered into Swaps for the benefit of
certain Pershing Square Funds. Under the terms of the Swaps, (i) certain of the Pershing Square Funds
will be obligated to pay to the bank counterparty any negative price performance of the 15,969,239
notional number of shares of Common Stock subject to the Swaps as of the expiration date of such
Swaps, plus interest rates set forth in the applicable contracts, and (ii) the bank counterparty
will be obligated to pay certain of the Pershing Square Funds any positive price performance of the
15,969,239 notional shares of Common Stock subject to the Swaps as of the expiration date of the
Swaps. Any dividends received by the bank counterparty on such notional shares of Common Stock
during the term of the Swaps will be paid to the Pershing Square
Fund. All balances will be settled in cash. The Pershing Square Funds counterparties for the
Swaps and other previously purchased and exercised over-the-counter options include entities
related to Credit Suisse, Société Génerale and UBS.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief,
each of the undersigned certify that the information set forth in this statement is true, complete
and correct.
Date: September 23, 2011
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PERSHING SQUARE CAPITAL
MANAGEMENT, L.P.
By: PS Management GP, LLC,
its General Partner
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By: |
/s/ William A. Ackman
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William A. Ackman |
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Managing Member |
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PS MANAGEMENT GP, LLC
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By: |
/s/ William A. Ackman
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William A. Ackman |
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Managing Member |
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PERSHING SQUARE GP, LLC
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By: |
/s/ William A. Ackman
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William A. Ackman |
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Managing Member |
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/s/ William A. Ackman
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William A. Ackman |
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EXHIBIT INDEX
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Exhibit |
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Description |
99.1
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Joint Filing Agreement* |
99.2
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Trading Data* |
99.3
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Letter Agreement* |
99.4
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Stockholders Agreement* |
99.5
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Second Stockholders Agreement* |