Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefits Plans.

On March 31, 2020, J. C. Penney Company, Inc. (the "Company") delivered a notice of blackout period concerning common stock of the Company, including stock trades within the J. C. Penney Corporation, Inc. Savings, Profit-Sharing and Stock Ownership Plan, the J. C. Penney Corporation, Inc. Safe Harbor 401(k) Plan and the J. C. Penney Corporation, Inc. Mirror Savings Plan (collectively the "Plans"). This notice was the result of the determination by Newport Trust Company ("Newport Trust"), the independent fiduciary and investment manager of the JCPenney Stock Fund, the investment fund under the Plans that holds shares of common stock of the Company, that the JCPenney Stock Fund be closed to new investments, including both participant contributions and transfers. As a result of this action by Newport Trust, Plan participants' contributions to the JCPenney Stock Fund will be directed instead to the default investment option provided under the applicable Plan until participants direct such contributions into another investment fund.

Newport Trust made this decision based on several factors, including the negative impact of the Coronavirus pandemic on the U.S. economy and global markets and the Company's stock performance. The blackout period began on March 26, 2020 and Newport Trust has not determined when the JCPenney Stock Fund will be able to accept any new contributions or transfers from other investment funds under the Plans. Advance notice of the blackout period was not possible due to the quickly changing economic conditions resulting from the Coronavirus pandemic. During the blackout period, executive officers will be precluded from moving their existing account balances under the Plans out of the JCPenney Stock Fund. In addition, during the blackout period, all Plan participants will not be permitted to purchase the Company's common stock normally offered pursuant to the Plans. Also, during the blackout period, subject to limited exceptions, the Company's directors and executive officers will be prohibited from, directly or indirectly, purchasing, selling, or otherwise acquiring or transferring shares of the Company's common stock (including derivative securities pertaining to such shares) acquired in connection with their service as a director or employment as an executive officer of the Company.

A copy of the blackout notice to executive officers and directors, which includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On March 31, 2020, the Company issued a press release announcing the continuation of the temporary closure of its stores and business offices due to the Coronavirus (COVID-19) pandemic. As the result of the continued store closures, the Company also announced its decision to furlough a majority of store, supply chain and corporate associates. The Company's flagship store, jcp.com, its mobile app and customer care center remain open. A copy of the press release is filed herewith as Exhibit 99.2 hereto and is incorporated by reference herein. Cautionary Statement Regarding Forward-Looking Information The Company has included statements in this Current Report on Form 8-K that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expect" and similar expressions identify forward-looking statements. Forward-looking statements are based only on the Company's current assumptions and views of future events and financial performance. They are subject to known and unknown risks and uncertainties, many of which are outside of the Company's control that may cause the Company's actual results to be materially different from planned or expected results. Please refer to the Company's Annual Report on Form 10-K for the year ended February 2, 2020 for a further discussion of risks and uncertainties. Investors should take such risks into account and should not rely on forward-looking statements when making investment decisions. Any forward-looking statement made by us in this Current Report on Form 8-K is based only on information currently available to us and speaks only as of the date on which it is made. We do not undertake to update these forward-looking statements as of any future date.

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.




(d)       Exhibit 99.1   Blackout Notice to Executive Officers and Directors
          Exhibit 99.2   J. C. Penney Company, Inc. News Release issued March
                       31, 2020
          Exhibit 104  Cover Page Interactive Data File - the cover page XBRL
                       tags are embedded within the Inline XBRL document

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses