Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On December 30, 2020, the following members of the board of directors (the "Board") of Old COPPER Company, Inc. (f/k/a J. C. Penney Company, Inc.) (the "Company") resigned from the Board, effective December 31, 2020: B. Craig Owens, Lisa Payne, Leonard Roberts, Javier Teruel and Ronald Tysoe. Such resignations were not the result of any disagreement with the Company or the Board on any matter relating to the Company's operations, policies or practices.

Also on December 30, 2020, the following officers resigned from their respective positions with the Company, effective December 31, 2020: Jill Soltau, Chief Executive Officer; Bill Wafford, Executive Vice President, Chief Financial Officer; and Steve Whaley, Principal Accounting Officer and Controller. After the effectiveness of such resignations, the sole remaining officers of the Company are Alan Carr, Chief Restructuring Officer and Vice President, and Steven Panagos, Secretary.

On December 30, 2020, Messrs. Carr and Panagos were appointed to the Board. There are no arrangements or understandings between either Mr. Carr or Mr. Panagos and any other person pursuant to which either of them were appointed as directors, and there are no current or proposed transactions in which either Mr. Carr or Mr. Panagos has or will have a direct or indirect material interest and in which the Company is or will be a participant that require disclosure pursuant to Item 404(a) of Regulation S-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

As previously reported, on December 7, 2020, the Company and certain of its subsidiaries completed their sale (the "OpCo 363 Sale") of substantially all of the retail and operating assets (other than certain properties as previously disclosed) of the Company and its subsidiaries.

In connection with the consummation of the OpCo 363 Sale, on December 30, 2020, the Board approved an amendment (the "Certificate of Amendment") to the Company's restated certificate of incorporation to change the name of the Company from J. C. Penney Company, Inc. to Old COPPER Company, Inc. On December 30, 2020, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, and the Certificate of Amendment became effective on such date. A copy of the Certificate of Amendment is filed herewith as Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.






(d)   Exhibit 3.1     Certificate of Amendment

      Exhibit 104   Cover Page Interactive Data File - the cover page XBRL tags are
                    embedded within the Inline XBRL document

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