UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
J.C. PENNEY CO INC.
(Name of Issuer)
Series A Common Stock, par value $0.50 per share
(Title of Class of Securities)
708160106
(CUSIP Number)
September 20, 2010
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[] Rule 13d-1(b)
[X] Rule 13d-1(c)
[] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in 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).
Continued on following pages
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SOCIETE GENERALE 52-1128875
2.
Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
4.
Citizenship or Place of Organization
France
Number of Shares Beneficially Owned by Each Reporting Person
5.
Sole Voting Power 19,632,509
6.
Shared Voting Power 0
7.
Sole Dispositive Power 19,632,509
8.
Shared Dispositive Power 0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
19,632,509
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
11.
Percent of Class Represented by Amount in Row (9)
8.30%
12.
Type of Reporting Person:
FI
Item 1(a). Name of Issuer:
J.C. Penny Co Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
6501 Legacy Drive, Plano, TX, 75024, United States
Item 2(a). Name of Person Filing
This Statement is filed on behalf of each of the following person:
Societe Generale
Item 2(b). Address of Principal Business Office or, if None,
Residence
The address of the principal business office of Societe Generale
is 29, Boulevard Haussmann, 75009, Paris, France.
Item 2(c). Citizenship
Societe Generale is a French company.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.50 per share
Item 2(e). CUSIP Number:
708160106
Item 3. If This Statement is Filed Pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c),
Check Whether the Person Filing is a:
(a)[ ]
Broker or dealer registered under Section 15 of the Exchange Act.
(b)[ ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)[ ]
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d)[ ]
Investment company registered under Section 8 of the Investment Company
Act.
(e)[ ]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)[ ]
An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g)[ ]
A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h)[ ]
A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
(i)[ ]
A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act.
(j)[ ]
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
19,632,509
Item 4(b) Percent of Class:
Percentages are based on 152,358,261 of Series A Common Stock
outstanding as of July 31, 2010 (as set forth on the Issuer's Form 10-Q,
filed on August 6, 2010 with the Securities and Exchange Commission).
Item 4(c) Number of Shares of which such person has:
SGAS:
(i) Sole power to vote or direct the vote:
19,632,509
(ii) Shared power to vote or direct the vote:
0
(iii) Sole power to dispose or direct the disposition of:
19,632,509
(iv) Shared power to dispose or direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
[]
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security
Being Reported on By the Parent Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below the Reporting Person certifies that, to the best of
their knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: September 29, 2010
SOCIETE GENERALE
----------------------------
By: _/s/ Francois Barthelemy
Name: Francois Barthelemy
Title: Managing Director