DAVIS GARY L 4

4 · J C PENNEY CO INC · Filed May 25, 2004

Form 4

Period: 2004-05-21

EVP. Chief HR & Admin. Officer

Transactions

Sale
Options / Right to Buy / Grant
2004-05-21$34.90/sh−34,000$1,186,600→ 366,750 total
Exercise: $10.85From: 2002-06-30Exp: 2011-01-01→ Common Stock (34,000 underlying)
Sale
Options / Right to Buy / Grant
2004-05-21$34.80/sh−16,000$556,800→ 350,750 total
Exercise: $10.85From: 2002-06-30Exp: 2011-01-01→ Common Stock (16,000 underlying)
Sale
Options / Right to Buy / Grant
2004-05-21$35.00/sh−36,200$1,267,000→ 314,550 total
Exercise: $14.66From: 2002-02-26Exp: 2011-02-25→ Common Stock (36,200 underlying)
Sale
Options / Right to Buy / Grant
2004-05-24$35.00/sh−13,800$483,000→ 300,750 total
Exercise: $14.66From: 2002-02-26Exp: 2011-02-25→ Common Stock (13,800 underlying)
Sale
Options / Right to Buy / Grant
2004-05-24$35.00/sh−6,000$210,000→ 294,750 total
Exercise: $16.00From: 2002-02-28Exp: 2010-02-27→ Common Stock (6,000 underlying)

Holdings

Common Stock of 50 cent Par Value
11,418
ESOP Convertible Preferred Stock
(indirect: By Trust)
→ Common Stock (123.156 underlying)
123.156

Footnotes (2)

[F1]Equivalent shares based on units of JCPenney stock held by trustee of 401(k) plan, and assigned to my account, as of April 30, 2004, pursuant to plan. Differences in totals reported since last Form 4 or Form 5 represent units acquired by trustee since then in the ordinary course of plan's administration and reflects adjustments made to all equivalent shares in plan, divided among accounts of all participants in plan, all exempt under Rule 16b-3. Preferred Stock convertible on a 20-for-one basis into JCPenney Common Stock.
[F2]Various options were exercised and shares sold on May 21 and May 24. A portion of the shares sold will cover substantial withholding tax, FICA, and other obligations associated with the option exercise.

Documents

1 file