DECLARATION OF CAROLE K. SYLVESTER REGARDING NOTICE ... · 3301 Kerner Blvd., San Rafael, California. The Court's Order Preliminarily Approving Settlement and Providing for Notice,

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF TEXAS

TYLER DIVISION

ALAN B. MARCUS, Individually and on Behalf of All Others Similarly Situated,

Plaintiff,

vs.

J.C. PENNEY COMPANY, INC., et al.,

Defendants.

§ Civil Action No. 6:13-cv-00736-RWS-KNM § (Consolidated) § § CLASS ACTION § § § § § § §

DECLARATION OF CAROLE K. SYLVESTER REGARDING NOTICE DISSEMINATION, PUBLICATION, AND REQUESTS FOR EXCLUSION RECEIVED

TO DATE

Case 6:13-cv-00736-RWS-KNM Document 170 Filed 10/25/17 Page 1 of 8 PageID #: 5038

I, CAROLE K. SYLVESTER, declare:

1. I am employed as the Director of Notice by Gilardi & Co. LLC ("Gilardi"), located at

3301 Kerner Blvd., San Rafael, California. The Court's Order Preliminarily Approving Settlement

and Providing for Notice, dated July 24, 2017 (Dkt. No. 164) (the "Notice Order"), appointed Gilardi

to serve as the Claims Administrator in connection with the proposed settlement of the above

captioned action (the "Action"). I oversaw the notice services that Gilardi provided in accordance

with the Notice Order.

2. I submit this declaration in order to provide the Court and the parties to the Action

with info1mation regarding: (i) mailing of the Court-approved Notice of Pendeney And Proposed

Settlement of Class Action (the "Notice") and the Proof of Claim and Release (the "Proof of Claim")

(collectively, the "Notice Package"), (ii) posting of those and other documents on the website

ereated for and dedicated to the Action, (iii) publication of the Summary Notice, and (iv) the number

of requests for exclusion from the Class received by Gilardi to date.

3. I am over 21 years of age and am not a party to this Action. I have personal

knowledge of the facts set forth herein and, if called as a witness, could and would testify

competently thereto.

DISSEMINATION OF THE NOTICE PACKAGE

4. Pursuant to the Notice Order, Gilardi is responsible for disseminating the Notice

Package to potential Class Members. By definition, Class Members are persons who purchased or

otherwise acquired J.C. Penney Company, Inc. ("JCPenney") common stock or call options, or who

sold JCPenney put options ("Securities"), between August 20, 2013 and September 26, 2013,

inclusive. True and correct copies of the Notice and Proof of Claim are attached hereto as Exhibits

A and B, respectively.

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5. Gilardi obtained from the transfer agent for J CPenney a list containing the names and

addresses of potential Class Members. The list was reviewed to identify and eliminate duplicate

entries and incomplete data, resulting in a usable mailing list of 24,742 unique names and addresses.

Gilardi had the unique name and address data printed on to Notice Packages, posted the Notice

Packages for First-Class Mail prepaid, and delivered 24,742 Notice Packages on August 7, 2017, to

the United States Post Office located in Santa Rosa, California.

6. In addition, on August 7, 2017, as part of its normal mailing procedures, Gilardi

mailed, by First-Class Mail, Notice Packages and cover letters to 278 brokerages, custodial banks,

and other institutions ("Nominal Holders") that hold securities in "street name" as nominees for the

benefit of their customers who are the beneficial owners of the securities. The Nominal Holders also

include a group of filers/institutions who have requested notification of every securities case. These

Nominal Holders are included in a proprietary database created and maintained by Gilardi. In

Gilardi's experience, the Nominal Holders included in this proprietary database represent a

significant majority of the beneficial holders of securities. The cover letter accompanying the Notice

Packages advised the Nominal Holders of the proposed settlement and requested their cooperation in

forwarding the Notice Packages to potential Class Members. In the over 25 years that Gilardi has

been providing notice and claim administration services in securities class actions, Gilardi has found

the majority of potential class members hold their securities in street name and are notified through

the Nominal Holders. Gilardi also mailed Notice Packages and cover letters to the 4,664 institutions

included on the U.S. Securities and Exchange Commission's ("SEC") list of active brokers and dealers at

the time of mailing. A sample of the cover letter mailed to Nominal Holders and the institutions included

on the SEC's list of active brokers and dealers is attached hereto as Exhibit C.

7. On August 7, 2017, Gilardi also delivered electronic copies of the Notice Package to 402

registered electronic filers who are qualified to submit electronic claims. These filers are primarily

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institutions and third-party filers who typically file numerous claims on behalf of beneficial owners for

whom they act as trustees or fiduciaries.

8. As part of the notice program for this settlement, Gilardi also caused the Notice Package

to be published by the Depository Trust Company ("DTC") on the DTC Legal Notice System ("LENS").

LENS enables the participating bank and broker nominees to review the Notice Package and contact

Gilardi for copies of the Notice Package for their beneficial holders.

9. Gilardi has acted as a repository for shareholder and nommee mqumes and

communications received in this Action. In this regard, Gilardi has forwarded the Notice Package on

request to nominees who purchased JCPenney Securities for the beneficial interest of other persons.

Gilardi has also forwarded the Notice Package directly to beneficial owners upon receipt of the names

and addresses from such beneficial owners or nominees.

10. Following the initial mailing, Gilardi received 20 responses to the outreach efforts

described above, including computer files containing a total of31, 101 names and addresses of potential

Class Members. Gilardi has also received nine responses that included mailing labels with names and

addresses of an additional 476 potential Class Members. In addition, 13 institutions requested that

Gilardi send them a total of 16,456 Notice Packages for forwarding directly to their clients. Each of

these requests has been completed in a timely manner.

11. As of the date of this declaration, Gilardi has mailed a total of78,119Notice Packages to

potential Class Members and nominees.

TELEPHONE HOTLINE AND WEBSITE

12. Gilardi established and continues to maintain a toll-free telephone number to

accommodate potential Class Member inquiries. This toll-free number, 1-866-684-3873, became

operational on August 7, 2017. The toll-free telephone number was listed on the case website.

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Gilardi has been promptly responding to all inquiries to the toll-free telephone number and will

continue to do so.

13. To further assist potential Class Members in connection with the settlement, Gilardi

established and maintains a website dedicated to the settlement (www.jcpenneysecuritieslitigation.com). Ihe

web address was set forth in the Notice Package and Summary Notice. In accordance with the Notice Order,

this website became operational on August 7, 2017. On that date, and since, visitors to the website could

dmvnload the Notice Package, the Settlement Agreement, and the Notice Order. Class Members can also

complete and submit a Proof of Claim through the website.

PUBLICATION OF THE SUMMARY NOTICE

14. In accordance with the Notice Order, Gilardi caused the Summary Notice to be

published in The Wall Street Journal and transmitted over the Business Wire on August 15, 2017, as

shown in the Declarations of Publication attached hereto as Exhibit D.

REQUESTS FOR EXCLUSION RECEIVED TO DATE

15. The Notice informs potential Class Members that wTitten requests for exclusion from

the Class must be mailed to JCPenney Securities Litigation, Claims Administrator, EXCLUSIONS,

c/o Gilardi & Co. LLC, 3301 Kerner Blvd., San Rafael, CA 94901, such that they are postmarked

no later than November 8, 2017. The Notice also sets forth the information that must be included in

each request for exclusion. Gilardi has monitored and will continue to monitor all mail delivered to

this address. As of the date of this declaration, Gilardi has received six requests for exclusion

attached hereto as Exhibit E.

I declare under penalty of perjury under the laws of the United States and the State of Texas

that the foregoing is true and correct. Executed this 23rd day of October, 2017, at San Rafael,

California.


CERTIFICATE OF SERVICE

I hereby certify that on October 25, 2017, I authorized the electronic filing of the foregoing

with the Clerk of the Court using the CM/ECF system which will send notification of such filing to

the e-mail addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I

caused to be mailed the foregoing document or paper via the United States Postal Service to the non-

CM/ECF participants indicated on the attached Manual Notice List.

I certify under penalty of perjury under the laws of the United States of America that the

foregoing is true and correct. Executed on October 25, 2017.

s/ Robert R. Henssler Jr. ROBERT R. HENSSLER JR.

ROBBINS GELLER RUDMAN & DOWD LLP 655 West Broadway, Suite 1900 San Diego, CA 92101-8498 Telephone: 619/231-1058 619/231-7423 (fax) E-mail: [email protected]


Mailing Information for a Case 6:13-cv-00736-RWS-KNM Marcus v. J.C. Penney Company, Inc. et al

Electronic Mail Notice List

The following are those who are currently on the list to receive e-mail notices for this case.

• Thomas Robert Ajamie

[email protected],[email protected]

• X Jay Alvarez

[email protected]

• Benjamin D Bianco

[email protected]

• Thomas Emerson Bilek


• Austin P Brane

[email protected],[email protected],[email protected],[email protected]

• John Frederick Bufe


• James Albert Caputo

[email protected]

• Roger F Claxton

[email protected]

• Rachel A Cocalis


• Jonah H Goldstein


• Roger Bruce Greenberg


• David J Harris , Jr

[email protected]

• Claire Abernathy Henry


• Robert R Henssler , Jr

[email protected],[email protected],[email protected]

• Jack Wesley Hill


• Michael Kevin Hurst

[email protected],[email protected],[email protected],[email protected],[email protected],[email protected],[email protected]

• JC Penney Investor Group

[email protected]

• Daniel Ward Jackson


• Michael E Jones


• Elton Joe Kendall


• Brian C Kerr

[email protected]

• Rocky M Lawdermilk


• Jamie Jean McKey


• Jason Jacob Mendro


• Danielle Suzanne Myers


Page 1 of 2


• Lissa M Percopo


• Theodore J. Pintar


• Ira Michael Press

[email protected]

• William Kelly Puls


• Darren Jay Robbins


• Samuel H Rudman


• Hillary B Stakem


• Michael W Stocker

[email protected],[email protected],[email protected],[email protected],[email protected]

• Robert C Walters


• David Conrad Walton


• Thomas John Ward , Jr


• Meryl L Young


Manual Notice List

The following is the list of attorneys who are not on the list to receive e-mail notices for this case (who therefore require manual noticing). You may wish to use your

mouse to select and copy this list into your word processing program in order to create notices or labels for these recipients.

• (No manual recipients)

Page 2 of 2


EXHIBIT A

Case 6:13-cv-00736-RWS-KNM Document 170-1 Filed 10/25/17 Page 1 of 13 PageID #: 5046

UNITED STA TES DISTRICT COURT EASTERN DISTRICT OF TEXAS

TYLER DIVISION

ALAN B. MARCUS, Individually and on Behalf of All Others Similarly Situated,

Plaintiff,

vS.


Defendants.

§ § § § § § § § §

Civil Action No. 6:13-c-....00736-RWS-KNM (Consolidated)

CLASS ACTION

NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION

TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED J.C. PENNEY COMPANY, INC. ("JCPENNEY" OR THE "COMPANY'') COMMON STOCK OR EXCHANGE-TRADED CALL OPTIONS, OR WHO SOLD EXCHANGE-TRADED JCPENNEY PUT OPTIONS ("SECURITIES"), BETWEEN AUGUST 20, 2013 AND SEPTEMBER 26, 2013, INCLUSIVE

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THIS ACTION. PLEASE NOTE THAT IF YOU ARE A CLASS MEMBER, YOU MAY BE ENTITLED TO SHARE IN THE PROCEEDS OF THE SETTLEMENT DESCRIBED IN THIS NOTICE. TO CLAIM YOUR SHARE OF THIS FUND, YOU MUST SUBMIT A VALID PROOF OF CLAIM AND RELEASE FORM POSTMARKED OR SUBMITTED ONLINE ON OR BEFORE NOVEMBER 6, 2017.

A federal court authorized this Notice. This is not a solicitation from a lawyer.

This Notice of Pendency and Proposed Settlement of Class Action ("Notice") has been sent to you pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the United States District Court for the Eastern District of Texas (the "Court"). The purpose of this Notice is to inform you of the proposed settlement of this securities class action litigation (the "Settlement") and of the hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement. The Settlement resolves the Class's claims asserted against the Defendants. This Notice describes the rights you may have in connection with the Settlement and what steps you may take in relation to the Settlement and this class action litigation.

The proposed Settlement creates a fund in the amount of Ninety-Seven Million, Five Hundred Thousand Dollars ($97,500,000.00) in cash and will include interest that accrues on the fund prior to distribution. Based on the information currently available to Plaintiffs and the analysis performed by their damages consultant, it is estimated that if Class Members submit claims for 100% of the Securities eligible for distribution, the estimated average distribution per security will be approximately $0.64 before deduction of Court-approved fees and expenses. Historically, actual claims rates are less than 100%, which result in higher distributions per security. Your actual recovery from this fund will depend on a number of variables, including the number of claimants, the amount of JCPenney Securities you and they purchased or otherwise acquired and sold, the expense of administering the claims process, and the timing of your purchases, acquisitions and sales, if any (seethe Plan of Allocation below for a more detailed description of how the settlement proceeds will be allocated among Class Members).

The Defendants have denied and continue to deny specifically each and all of the claims and contentions alleged in the Action. The issues on which the parties disagree include, but are not limited to: (1) whether the statements allegedly made or facts allegedly omitted were false or misleading, material, or otherwise actionable under the federal securities laws; (2) whether any of the Defendants acted intentionally or recklessly in making any alleged misstatements; (3) the extent to which the various matters that Plaintiffs alleged were materially false or misleading influenced (if at all) the trading price of JCPenney Securities; (4) the extent to which the various allegedly adverse material facts that Plaintiffs alleged were omitted influenced (if at all) the trading price of JCPenney Securities; (5) the extent to which external


factors, such as general market conditions, influenced the trading price of JCPenney Securities; (6) the effect of various market forces influencing the trading price of JCPenney Securities; (7) the amount by which the price of JCPenney Securities was allegedly artificially inflated (if at all); and (8) the appropriate economic model for determining the amount by which the price of JCPenney Securities was allegedly artificially inflated (if at all). Plaintiffs and Defendants do not agree on the average amount of damages per security that would be recoverable if Plaintiffs were to have prevailed on each claim asserted. The Defendants deny that they have violated the federal securities laws or any laws.

Plaintiffs believe that the proposed Settlement is a very good recovery and is in the best interests of the Class. There were significant risks associated with continuing to litigate through trial, and if the Defendants prevailed at trial, the Class would receive nothing. In addition, the amount of damages recoverable by the Class was and is challenged by the Defendants. Recoverable damages in this case are limited to losses caused by conduct actionable under applicable law, and had the Action gone to trial, the Defendants intended to assert that they have not violated the law, that they are not liable, and that any losses of Class Members were caused by non-actionable market, industry, general economic or company-specific factors.

Plaintiffs' Counsel have not received any payment for their services in conducting this Action on behalf of Plaintiffs and the members of the Class, nor have they been paid their litigation expenses. If the Settlement is approved by the Court, Lead Counsel will apply to the Court for attorneys' fees of up to one-third of the settlement proceeds plus expenses not to exceed $950,000.00, plus interest on such amounts, all of which shall be paid from the Settlement Fund. If the am aunts requested by counsel are approved by the Court, the average cost per security would be approximately $0.22. In addition, the Plaintiffs intend to seek an amount not to exceed $12,000 in the aggregate for their time and expenses incurred in representing the Class.

This Notice is not an expression of any opinion by the Court about the merits of any of the claims or defenses asserted by any party in this Action or the fairness or adequacy of the proposed Settlement.

For further information regarding this Settlement you may contact: Rick Nelson, c/o Shareholder Relations, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, Telephone: 1-800-449-4900. Please do not call any representative of the Defendants or the Court.

I. NOTICE OF HEARING ON PROPOSED SETTLEMENT

A hearing (the "Settlement Hearing") will be held on November 29, 2017, at 10:00 a.m., before the Honorable K. Nicole Mitchell, United States Magistrate Judge, at the United States District Court for the Eastern District of Texas, William M. Steger Federal Building and United States Courthouse, 211 West Ferguson Street, Room 353, Tyler, TX 75702. The purpose of the Settlement Hearing will be to determine: (1) whether the Settlement consisting of Ninety-Seven Million, Five Hundred Thousand Dollars ($97,500,000.00) in cash plus accrued interest on the Settlement Fund should be approved as fair, reasonable, and adequate to the Class, which would result in this Action being dismissed with prejudice against the Released Persons as set forth in the Settlement Agreement dated June 14, 2017 (the "Stipulation" or the "Settlement Agreement"); (2) whether the proposed plan to distribute the settlement proceeds (the "Plan of Allocation") is fair, reasonable, and adequate; and (3) whether the application by Lead Counsel for an award of attorneys' fees and expenses should be approved. The Court may adjourn or continue the Settlement Hearing without further notice to the Class.

II. DEFINITIONS USED IN THIS NOTICE

1. "Authorized Claimant" means any member of the Class who submits a timely and valid Proof of Claim and Release form and whose claim for recovery has been allowed pursuant to the terms of the Stipulation.

2. "Claims Administrator" means the firm of Gilardi & Co. LLC.

3. "Class" means all persons who purchased or otherwise acquired JCPenney common stock or call options, or who sold JCPenney put options, between August 20, 2013 and September 26, 2013, inclusive (the "Class Period"). Excluded from the Class are any current or former defendant and any current or former director, officer, subsidiary and affiliate of JCPenney, or members of the immediate family of current and former defendants, as well as any person, firm, trust, corporation, officer, director or other

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individual or entity in which any current or former defendant has a controlling interest, and the legal representatives, affiliates, heirs, successors-in-interest or assigns of any such excluded party.

4. "Class Member" means a Person who falls within the definition of the Class as set forth above.

5. "Class Period" means the period from August 20, 2013 to September 26, 2013, inclusive.

6. "Defendants" means JCPenney, Myron E. Ullman, Ill, and Kenneth H. Hannah.

7. "Effective Date" means the first date by which all of the events and conditions specified in paragraph 7.1 of the Stipulation have been met and have occurred.

8. "Escrow Account" means the account controlled by the Escrow Agent.

9. "Escrow Agent" means Robbins Geller Rudman & Dowd LLP or its successor(s).

10. "Final" means when the last of the following with respect to the Judgment shall occur: (i)the expiration of the time to file a motion to alter or amend the Judgment under Federal Rule of Civil Procedure 59( e) has passed without any such motion having been filed; (ii) the expiration of the time in which to appeal the Judgment has passed without any appeal having been taken; and (iii) if a motion to alter or amend is filed or ifan appeal is taken, the determination of that motion or appeal in such a manner as to permit the consummation of the Settlement, in accordance with the terms and conditions of the Stipulation. For purposes of this paragraph, an "appeal" shall include any petition for a writ of certiorari or other writ that may be filed in connection with approval or disapproval of this Settlement, but shall not include any appeal which concerns only the issue of attorneys' fees and expenses or any Plan of Allocation of the Settlement Fund.

11. "Judgment" means the judgment and order of dismissal with prejudice to be rendered by the Court upon approval of the Settlement, substantially in the form attached to the Stipulation as Exhibit 8.

12. "Lead Counsel" means Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101.

13. "Net Settlement Fund" means the portion of the Settlement Fund that shall be distributed to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or the Court, after provision for the amounts set forth in paragraph 5.4 of the Stipulation.

14. "Person" means an individual, corporation, partnership, limited partnership, association, joint stock company, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency thereof, and any business or legal entity and his, her or its spouses, heirs, predecessors, successors, representatives, or assignees.

15. "Plaintiffs" means the National Shopmen Pension Fund ("NSPF") and David O'Connell.

16. "Plaintiffs' Counsel" means any counsel who have appeared for any of the Plaintiffs in the Action.

17. "Plan of Allocation" means a plan or formula of allocation of the Net Settlement Fund whereby the Settlement Fund shall be distributed to Authorized Claimants after payment of expenses of notice and administration of the Settlement, Taxes and Tax Expenses and such attorneys' fees, costs, expenses, and interest and other expenses as may be awarded by the Court. Any Plan of Allocation is not part of the Stipulation and the Released Persons shall have no responsibility or liability with respect to the Plan of Allocation.

18. "Related Persons" means, with respect to the Defendants, each and all of their respective present or former parents, subsidiaries, affiliates, successors and assigns, and each and all of their respective present or former officers, directors, employees, employers, attorneys, accountants, financial advisors, commercial bank lenders, insurers, reinsurers, investment bankers, representatives, general and limited partners and partnerships, heirs, executors, administrators, successors, affiliates, agents, spouses, associates, and assigns of each of them or any trust of which any Defendant and/or their Related Persons is the settlor or which is for the benefit of any Defendant and/or their Related Persons and/or member(s) of his or her family and any entity in which any such Defendant and/or their Related Persons has a controlling interest.

3


19. "Released Claims" means any and all claims and causes of action of every nature and description whatsoever whether known or unknown, whether arising under federal, state, common or foreign law, whether class or individual in nature, that Lead Plaintiff NSPF or any other member of the Class asserted in the Action or could have asserted in any forum that arise out of or are based upon or related in any way to (i) the purchase or acquisition of JCPenney common stock or call options, or the sale of JCPenney put options, and (ii) the allegations, transactions, facts, matters, or occurrences, representations or omissions involved, set forth, or referred to in the Complaint. "Released Claims" includes "Unknown Claims" as defined in paragraph 24 hereof.

20. "Released Persons" means each and all of Defendants and each and all of their Related Persons.

21. "Settlement Amount" means the principal amount of Ninety-Seven Million, Fiw Hundred Thousand Dollars ($97,500,000.00), to be paid pursuant to paragraph 2.1 of the Stipulation. Such amount is paid as consideration for full and complete settlement of all the Released Claims.

22. "Settlement Fund" means the Settlement Amount, together with all interest and income earned thereon after being transferred to an account controlled by the Escrow Agent, and which may be reduced by payments or deductions as provided for herein or by Court order.

23. "Settling Parties" means Defendants and Lead Plaintiff on behalf of itself and the Class Members.

24. "Unknown Claims" means any Released Claims which Plaintiffs or any Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Persons which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Persons, or might have affected his, her or its decision not to object to this Settlement. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effectiw Date, Plaintiffs shall expressly and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived to the fullest extent permitted by law the provisions, rights, and benefits of California Civil Code §1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Plaintiffs shall expressly and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Ci1.nl Code §1542. Plaintiffs and Class Members may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but Plaintiffs shall expressly, and each Class Member, upon the Effectiw Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct that is negligent, intentional, with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts, whether or not previously or currently asserted in any action. Plaintiffs acknowledge, and the Class Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and an essential term of the Settlement of which this release is a part.

Ill. THE LITIGATION

This case is currently pending before the Honorable Robert W. Schroeder Ill in the United States District Court for the Eastern District of Texas and was brought on behalf of the certified Class of all persons who purchased or otherwise acquired JCPenney common stock or call options, or who sold JCPenney put options, between August 20, 2013, through and including September 26, 2013 (the "Class Period"). The initial complaint was filed on October 1, 2013, and on February 28, 2014, the Court appointed NSPF as

4


Lead Plaintiff and Robbins Geller Rudman & Dowd LLP as Lead Counsel. On June 8, 2015, Lead Plaintiff filed the Revised Consolidated Complaint for Violation of the Federal Securities Laws ("Complaint"), which alleges that during the Class Period, Defendants made false and misleading statements to in-.sstors concerning JCPenney's liquidity, need for additional financing, sufficiency of inventory, and strength of supplier relationships that artificially inflated JCPenney's stock price, and those statements resulted in substantial damages to the Class.

From the outset of the Action, Defendants have denied all of these allegations and consistently maintained that they never made any statement to the market that was false or misleading, nor did they ever direct anyone to make public statements that were false or misleading. Defendants believed at the time and still believe that, during the Class Period and at all other times, JCPenney's public statements were truthful, accurate and not misleading. As a result, Defendants contend that Plaintiffs cannot prove any element of securities fraud, including, but not limited to, falsity, scienter and loss causation.

On September 11, 2015, Magistrate Judge Mitchell issued a report recommending that Defendants' motion to dismiss be denied. On September 29, 2015, Judge Schneider issued an order adopting Judge Mitchell's report. Thereafter, Defendants filed an answer denying all material allegations of the Complaint and asserting their defenses. On March 8, 2017, the Court entered an order appointing Plaintiff NSPF as class representative and certifying the Class defined as: "All persons who, between August 20, 2013 and September 26, 2013 (the "Class Period"), purchased or otherwise acquired J.C. Penney Company, Inc. securities, and were damaged thereby. Excluded from the Class are current and former defendants, members of the immediate family of any current or former defendants, directors, officers, subsidiaries and affiliates of J.C. Penney Company, Inc., any person, firm, trust, corporation, officer, director or other individual or entity in which any current or former defendant has a controlling interest, and the legal representatives, affiliates, heirs, successors-in-interest or assigns of any such excluded party." The pleadings and briefing submitted in connection with class certification made clear that this class definition includes persons who, during the same period, sold JCPenney put options and were damaged thereby.

On April 17, 2017, the parties provisionally agreed to settle the Action for financial consideration in the amount of Ninety-Seven Million, Five Hundred Thousand Dollars ($97,500,000.00), subject to their ability to reach agreement on several non-monetary terms that were still being negotiated. At that time, Lead Plaintiff was unwilling to stay additional litigation, and Lead Counsel continued to pursue disco-.sry, including by deposing a third-party witness on April 20, 2017. On April 21, 2017, the parties finalized a written term sheet, which documented their agreement to the financial consideration and se-.sral contested non-monetary settlement terms. The term sheet provided, among other things, that the mediator was vested with binding authority to promptly resol-.s a term that was still being negotiated if the parties were unable to resolve it themselves, and it included terms to expedite the preparation and filing of formal settlement documentation. As of April 21, 2017, the parties also agreed to cancel then-scheduled depositions and to seek to stay further litigation activity while they finalized the Settlement Agreement.

IV. CLAIMS OF THE PLAINTIFFS AND BENEFITS OF SETTLEMENT

Plaintiffs and Lead Counsel believe that the claims asserted in the Action have merit. However, Plaintiffs and Lead Counsel recognize and acknowledge the expense and length of continued proceedings necessary to prosecute the Action against the Defendants through trial. Plaintiffs and Lead Counsel also have taken into account the uncertain outcome and the risk of trial, especially in complex matters such as this Action, as well as the risks posed by the difficulties and delays relating to post-trial motions, and potential appeals of the Court's determination of said motions, or the verdict of a jury. Plaintiffs and Lead Counsel also are aware of the defenses to the securities law violations asserted in the Action. Plaintiffs and Lead Counsel believe that the Settlement set forth in the Settlement Agreement confers substantial benefits upon the Class in light of the circumstances present here. Based on their evaluation, Plaintiffs and Lead Counsel have determined that the Settlement set forth in the Settlement Agreement is in the best interests of the Class.

V. THE DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY

The Defendants ha-.s denied and continue to deny that they have violated the federal securities laws or any laws and maintain that their conduct was at all times proper and in compliance with all

5


applicable provisions of law. Defendants have denied and continue to deny specifically each and all of the claims and contentions alleged in the Action, along with all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Action. Defendants also ha-.e denied and continue to deny, inter alia, the allegations that any of the Defendants made, knowingly or otherwise, any material misstatements or omissions; that Defendants acted recklessly or with culpable intent; that any member of the Class has suffered any damages; that the price of JCPenney Securities was artificially inflated by reason of the alleged misrepresentations, omissions, or otherwise; or that the members of the Class were harmed by the conduct alleged in the Action or that could have been alleged as part of the Action. In addition, the Defendants maintain that they have meritorious defenses to all claims alleged in the Action.

Nonetheless, taking into account the uncertainty, risks, costs and distraction inherent in any litigation, especially in complex cases such as this Action, Defendants have determined that it is desirable and beneficial to them that the Action be settled in the manner and upon the terms and conditions set forth in the Settlement Agreement. As set forth in paragraphs 8.2-8.3 of the Settlement Agreement, the Settlement Agreement shall in no event be construed as or deemed to be evidence of an admission or concession by Defendants or any of the Released Persons with respect to any claim of any fault or liability or wrongdoing or damage whatsoe-.er.

VI. TERMS OF THE PROPOSED SETTLEMENT

The sum of Ninety-Seven Million, Five Hundred Thousand Dollars ($97,500,000.00) will be transferred to the Escrow Agent within twenty-one (21) days after (i) entry of preliminary approval order, and (ii) the provision to Defendants of the information necessary to effectuate a transfer of funds. The principal amount of $97,500,000.00, plus any accrued interest once transferred, constitutes the Settlement Fund. A portion of the settlement proceeds will be used for certain administrati-.e expenses, including costs of printing and mailing this Notice, the cost of publishing a newspaper notice and notice over Business Wire, payment of any taxes assessed against the Settlement Fund, and costs associated with the processing of claims submitted. In addition, as explained below, a portion of the Settlement Fund may be awarded by the Court to Lead Counsel as attorneys' fees and for expenses in litigating the case and to Plaintiffs for their costs and expenses in representing the Class. The balance of the Settlement Fund (the "Net Settlement Fund") will be distributed according to the Plan of Allocation described below to Class Members who submit valid and timely Proof of Claim and Release forms.

VII. PLAN OF ALLOCATION

The Net Settlement Fund will be distributed to Class Members who submit valid, timely Proof of Claim and Release forms ("Authorized Claimants") under the Plan of Allocation described below. The Plan of Allocation provides that Authorized Claimants will be eligible to participate in the distribution of the Net Settlement Fund only if Authorized Claimants transacted in JCPenney Securities during the Cl ass Period, August 20, 2013 to September 26, 2013. No distributions will be made to Authorized Claimants who would otherwise recei-.e a distribution of less than $10.00.

For purposes of determining the amount an Authorized Claimant may recover under the Plan of Allocation, Lead Counsel conferred with their damages consultant and the Plan of Allocation reflects an assessment of the damages that they believe could have been recovered had the Plaintiffs prevailed at trial. Defendants have had, and shall have, no involvement or responsibility for the terms or application of the Plan of Allocation described herein. The Court may approve the Settlement, even if it does not approve the Plan of Allocation.

A. Eligible Securities

The JCPenney Securities for which an Authorized Claimant may be entitled to receive a distribution from the Net Settlement Fund consist of the common stock and exchange-traded call and put options 1 on JCPenney common stock. Exchange-traded options are traded in units called "contracts." Each option contract entitles the holder to 100 shares of the underlying stock upon exercise or expiration, in this case JCPenney common stock. If an option was exercised for JCPenney common stock, the amount paid, or

Excludes those options that expired prior to September 25, 2013, the date of the price reaction to the first alleged corrective disclosure.

6


proceeds received, upon settlement of the option contract equals the intrinsic value of the option using JCPenney common stock's closing price on the date the option was exercised. At least 95% of the Net Settlement Fund will be allocated to JCPenney common stock and no more than 5% will be allocated to JCPenney options on the common stock.

B. Recognized Loss

To the extent there are sufficient funds in the Net Settlement Fund, each Authorized Claimant will receive an amount equal to the Authorized Claimant's "Recognized Loss," as described below. If, however, as expected, the amount in the Net Settlement Fund is not sufficient to permit payment of the total Recognized Loss of each Authorized Claimant, then each Authorized Claimant shall be paid the percentage of the Net Settlement Fund that each Authorized Claimant's Recognized Loss bears to the total of the Recognized Losses of all Authorized Claimants - i.e., the Authorized Claimant's pro rata share of the Net Settlement Fund. Payment in this manner shall be deemed conclusi\€ against all Authorized Claimants.

The proposed Plan of Allocation reflects the Plaintiffs' allegations that o\€r the course of the Class Period, the trading prices of JCPenney Securities were artificially inflated as a result of the Defendants' misrepresentations and omissions concerning this matter.

Estimated damages and the Plan of Allocation were developed based on event study analysis, which determines how much artificial inflation was in the stock price on each day during the Class Period by measuring how much the stock price was inflated as a result of the alleged misrepresentations and omissions and declined as a result of alleged disclosures that corrected the alleged misrepresentations and omissions. Because the alleged corrective disclosures reduced the artificial inflation in stages over the course of the Class Period, the damages suffered by any particular Authorized Claimant depends on when that Authorized Claimant purchased and sold shares, or retained shares beyond the end of the Class Period.

C. Calculation of Recognized Loss

Based on the foregoing, and for purposes of this Settlement only, Recognized Loss will be calculated as follows:

1. Publicly Traded Common Stock

For each share of JCPenney publicly traded common stock purchased or otherwise acquired during any of the periods shown in the left column of Table 1 (below), and:

a. sold within the same period, the Recognized Loss per share is zero.

b. sold in a subsequent period, the Recognized Loss per share is the lesser of:

i. the artificial inflation per share shown in Table 1; or

ii. the difference between the purchase price and the sales price.

c. retained beyond September 26, 201 3 but sold on/or before December 24, 2013, the Recognized Loss per share is the least of:

i. the artificial inflation per share shown in Table 1; or

ii. the difference between the purchase price and the sales price; or

iii. the purchase price per share less the average closing price per share identified in Table 2 (below) for the date the share(s) were sold. 2

2 Pursuant to Section 21D(e )(1) of the Private Securities Litigation Refonn kt of 1995, "in any private action arising under this chapter in which the plaintiff seeks to establish damages by reference to the market prioe of a security, the award of damages to the plaintiffs hall not exceed the difference between the purchase or sale price paid or received, as appropriate, by the plaintiff for the subject security and the mean trading prioe of that security during the 90-day period beginning on the date on which the infonnation correcting the misstatement or omission that is the basis for the action is disseminated to the market." $8.31 was the mean (average) daily closing trading prioe of JCPenney common stock during the 90-dayperiod beginning on September 27,2013 and ending on December 24, 2013.

7


d. retained as of the close of trading on December 24, 2013, the Recognized Loss per share is the lesser of:

i. the artificial inflation per share shown in Table 1: or

ii. the difference between the purchase price per share and $8.31 per share.

2. Exchange-Traded Call Options

For exchange-traded call options on JCPenney common stock purchased or otherwise acquired from August 20, 2013 to September 24, 2013, inclusi'lte, and:

a. closed (through sale, exercise or expiration) before September 24, 2013, the Recognized Loss per call option is zero; or

b. held at the end of September 24, 2013, the claim per call option is the difference between the price paid for the call option less the proceeds received upon the settlement of the call option contract.

For exchange-traded call options on JCPenney common stock purchased or otherwise acquired from September 25, 2013 to September 26, 2013, inclusi'lte, and:

c. closed (through sale, exercise or expiration) before the close of trading on September 26, 2013, the Recognized Loss per call option is zero; or

d. held at the end of September 26, 2013, the claim per call option is the difference between the price paid for the call option less the proceeds received upon the settlement of the call option contract.

For exchange-traded call options on JCPenney common stock written from August 20, 2013 to September 26, 2013, inclusi'lte, the claim per call option is zero.

3. Exchange-Traded Put Options

For exchange-traded put options on JCPenney common stock written from August 20, 2013 to September 24, 2013, inclusi'lte, and:

a. closed (through purchase, assignment, or expiration) before the close of trading on September 24, 2013, the Recognized Loss per put option is zero; or

b. held at the end of September 24, 2013, the claim per put option is the difference between the price paid upon settlement of the put option contract less the initial proceeds received upon the sale of the put option contract.

For exchange-traded put options on JCPenney common stock written from September 25, 2013 to September 26, 2013, inclusi'lte, and:

c. closed (through purchase, assignment, or expiration) prior to the close of trading on September 26, 2013, the Recognized Loss per put option is zero; or

d. held at the end of September 26, 2013, the claim per put option is the difference between the price paid upon settlement of the put option contract less the initial proceeds received upon the sale of the put option contract.

For exchange-traded put options on JCPenney common stock purchased or otherwise acquired from August 20, 2013 to September 26, 2013, inclusi'lte, the claim per put option is zero.

Table 1: Decline in Artificial Inflation per Share of JCPenney Common Stock

Purchase Date

8/20/2013-9/24/2013

9/25/2013-9/26/2013

Sale Date

8/20/2013-9/24/2013

$0.00

8

9/25/2013-9/26/2013

$1.58

$0.00

Retained Beyond

9/26/2013

$2.79

$1.21


Date 9/27/2013 9/30/2013 10/1/2013 10/2/2013 10/3/2013 10/4/2013 10/7/2013 10/8/2013 10/9/2013

10/10/2013 10/11/2013 10/14/2013 10/15/2013 10/16/2013 10/17/2013 10/18/2013 10/21/2013 10/22/2013 10/23/2013 10/24/2013 10/25/2013 10/28/2013 10/29/2013 10/30/2013 10/31/2013

11/1/2013 11/4/2013 11/5/2013 11/6/2013 11/7/2013 11/8/2013

Table 2 JCPenney Common Stock Closing Price and Average Closing Price

September 27, 2013 - December 24, 2013

Average Closing Average Closing Price Between Price Between

Closing September 27, 2013 Closing September 27, 2013 Price and Date Shown Date Price and Date Shown $9.05 $9.05 11/11/2013 $8.56 $7.77 $8.81 $8.93 11/12/2013 $8.37 $7.79 $8.75 $8.87 11/13/2013 $8.67 $7.81 $8.72 $8.83 11/14/2013 $8.69 $7.84 $8.41 $8.75 11/15/2013 $9.03 $7.87 $7.86 $8.60 11/18/2013 $8.71 $7.90 $7.71 $8.47 11/19/2013 $8.71 $7.92 $7.77 $8.38 11/20/2013 $9.44 $7.96 $7.89 $8.33 11/21/2013 $9.17 $7.99 $7.97 $8.29 11/22/2013 $8.87 $8.01 $8.00 $8.27 11/25/2013 $9.19 $8.04 $7.87 $8.23 11/26/2013 $9.36 $8.07 $7.17 $8.15 11/27/2013 $10.08 $8.11 $7.47 $8.10 11/29/2013 $10.19 $8.16 $7.35 $8.05 12/2/2013 $10.01 $8.20 $7.00 $7.99 12/3/2013 $10.11 $8.24 $6.42 $7.90 12/4/2013 $9.66 $8.27 $6.55 $7.82 12/5/2013 $8.85 $8.28 $7.04 $7.78 12/6/2013 $8.08 $8.28 $6.75 $7.73 12/9/2013 $8.43 $8.28 $6.79 $7.68 12/10/2013 $8.73 $8.29 $7.39 $7.67 12/11/2013 $8.48 $8.29 $7.38 $7.66 12/12/2013 $8.55 $8.30 $7.60 $7.65 12/13/2013 $8.57 $8.30 $7.50 $7.65 12/16/2013 $8.48 $8.30 $8.14 $7.67 12/17/2013 $8.20 $8.30 $8.36 $7.69 12/18/2013 $8.26 $8.30 $8.31 $7.72 12/19/2013 $7.96 $8.30 $7.70 $7.71 12/20/2013 $8.32 $8.30 $8.13 $7.73 12/23/2013 $8.78 $8.30 $8.23 $7.74 12/24/2013 $8.75 $8.31

If a Class Member held JCPenney Securities at the beginning of the Class Period or made multiple purchases, acquisitions or sales of JCPenney Securities during or after the Class Period, the starting point for calculating an Authorized Claimant's Recognized Loss is to match the Authorized Claimant's holdings, purchases and acquisitions to their sales using the FIFO (i.e., first-in-ti rst-out) method. Under the FIFO method, JCPenney Securities sold during the Class Period will be matched, in chronological order first against JCPenney Securities held at the beginning of the Class Period. The remaining sales of JCPenney Securities during the Class Period will then be matched, in chronological order against JCPenney Securities purchased or acquired during the Class Period.

Purchases or acquisitions and sales of JCPenney Securities shall be deemed to have occurred on the "contract" or "trade" date as opposed to the "settlement" or "payment" date. The receipt or grant by gift, inheritance or operation of law of JCPenney Securities during the Class Period shall not be deemed a purchase, acquisition or sale of JCPenney Securities for the calculation of Recognized Loss, unless (i) the donor or decedent purchased or otherwise acquired such shares of JCPenney Securities during the Class Period; (ii) no Proof of Claim and Release was submitted by or on behalf of the donor, on behalf of the

9


decedent, or by anyone else with respect to such shares of JCPenney Securities; and (iii) it is specifically so provided in the instrument of gift or assignment.

An Authorized Claimant's Recognized Loss shall be the amount used to calculate the Authorized Claimant's pro rata share of the Net Settlement Fund. If the sum total of Recognized Loss of all Authorized Claimants who are entitled to receive payment out of the Net Settlement Fund is greater than the Net Settlement Fund, each Authorized Claimant shall receive his, her, or its pro rata share of the Net Settlement Fund. The pro rata share shall be the Authorized Claimant's Recognized Loss divided by the total of the Recognized Loss of all Authorized Claimants, multiplied by the total amount in the Net Settlement Fund.

The Court has reserved jurisdiction to allow, disallow, or adjust the claim of any Class Member on equitable grounds.

VIII. PARTICIPATION IN THE CLASS

If you fall within the definition of the Class, you are a Class Member unless you elect to be excluded from the Class pursuant to this Notice. If you do not request to be excluded from the Class, you will be bound by any judgment entered with respect to the Settlement in the Action against the Defendants whether or not you file a Proof of Claim and Release form.

If you are a Class Member, you need do nothing (other than timely file a Proof of Claim and Release if you wish to participate in the distribution of the Net Settlement Fund). Your interests will be represented by Lead Counsel. If you choose, you may enter an appearance individually or through your own counsel at your own expense.

TO PARTICIPATE IN THE DISTRIBUTION OF THE NET SETTLEMENT FUND, YOU MUST TIMELY COMPLETE AND RETURN THE PROOF OF CLAIM AND RELEASE THAT ACCOMPAI\IIES THIS NOTICE. The Proof of Claim and Release must be postmarked (if mailed} or received {if filed electronically) on or before November 6, 2017. The Proof of Claim and Release may be submitted online at www.jcpenneysecuritieslitigation.com. Unless the Court orders otherwise, if you do not timely submit a valid Proofof Claim and Release, you will be barred from receiving any payments from the Net Settlement Fund, but will in all other respects be bound by the provisions of the Settlement Agreement and the Final Judgment.

IX. EXCLUSION FROM THE CLASS

You may request to be excluded from the Class. To do so, you must mail a written request stating that you wish to be excluded from the Class to:

JCPenney Securities Litigation Claims Administrator

EXCLUSIONS c/o Gilardi & Co. LLC

3301 Kerner BM. San Rafael, CA 94901

The request for exclusion must state: (1) your name, address, and telephone number; (2) all purchases, acquisitions and sales of JCPenney Securities made from August 20, 2013 through September 26, 2013, inclusive, including the dates and prices of each purchase, acquisition or sale, and the amount of Securities purchased, otherwise acquired or sold; and (3) that you wish to be excluded from the Class. YOUR EXCLUSION REQUEST MUST BE POSTMARKED ON OR BEFORE NOVEMBER 8, 2017. If you submit a valid and timely request for exclusion, you shall have no rights under the Settlement, shall not share in the distribution of the !\let Settlement Fund, and shall not be bound by the Settlement Agreement or the Judgment.

X. DISMISSAL AND RELEASES

If the proposed Settlement is approved, the Court will enter a Final Judgment. The Judgment will dismiss the Released Claims with prejudice as to all Released Persons as provided in the Settlement Agreement.

10


The Judgment will provide that all Class Members who have not validly and timely requested to be excluded from the Class shall be deemed to have released and forever discharged all Released Claims, including Unknown Claims, against all Released Persons as prm.;ded in the Settlement Agreement.

XI. APPLICATION FOR ATTORNEYS' FEES AND EXPENSES

At the Settlement Hearing, Lead Counsel will request the Court to award attorneys' fees of up to one-third of the Settlement Amount, plus litigation expenses not to exceed $950,000, plus interest earned on both amounts. Class Members are not personally liable for any such fees, expenses, or compensation. In addition, the Plaintiffs intend toseek an amountnottoexceed$12,000 in the aggregate fortheirtimeand expenses incurred in representing the Class.

To date, Plaintiffs' Counsel have not received any payment for their services in conducting this Action on behalf of Plaintiffs and members of the Class, nor have counsel been paid for their expenses. The fee requested by Lead Counsel would compensate counsel for their efforts in achieving the Settlement Fund for the benefit of the Class, and for their risk in undertaking this representation on a contingency basis. The fee requested is within the range of fees awarded to plaintiffs' counsel under similar circumstances in litigation of this type_

XII. CONDITIONS FOR SETTLEMENT

The Settlement is conditioned upon the occurrence of certain events described in the Settlement Agreement. Those events include, among other things: (1) entry of the Judgment by the Court, as provided for in the Settlement Agreement; and (2) expiration of the time to appeal from or alter or amend the Judgment. Pending the Court's consideration of this Settlement, the Court has stayed all proceedings, and Class Members are precluded from bringing or pursuing any litigation that seeks to prosecute the Released Claims.

If, for any reason, any one of the conditions described in the Settlement Agreement is not met, the Settlement Agreement might be terminated and, if terminated, will become null and void, and the Settling Parties will be restored to their respecti.e positions as of April 20, 2017.

XIII. THE RIGHT TO BE HEARD AT THE SETTLEMENT HEARING

Any Class Member who has not validly and timely requested to be excluded from the Class, and who objects to any aspect of the Settlement, the Plan of Allocation, the application for an award of attorneys' fees and expenses or Plaintiffs' application for an award for the reimbursement of their time and expenses, may appear and be heard at the Settlement Hearing. 1 Any such Person must submit and ser.e a written notice of objection, to be received on or before November 8, 2017, by each of the following:

CLERK OF THE COURT UNITED STA TES DISTRICT COURT

EASTERN DISTRICT OF TEXAS William M. Steger Federal Building and

United States Courthou::.e 211 West Ferguson Street, Room 106

Tyler, TX 75702

ROBBINS GELLER RUDMAN GIBSON, DUNN & CRUTCHER LLP JASON J. MENDRO & DOWD LLP

ROBERT R. HENSSLER JR. 655 West Broadway, Suite 1900 San Diego, CA 92101

Counsel for Plaintiffs

1050 Connecticut A.e., N.W. Washington, D.C. 20036

Counsel for Defendants

. . The notice of objection must demonstrate the objecting Person's membership in the Class, including the amount of JCPenney Securities purchased, otherwise acquired and sold between August 20, 2013 and September 26, 2013, inclusive, and must contain a statement of the reasons for objection. Only

2017. Lead Counsel's pleadings in support of these matters will be filed with the Court on or before October 25,

11


Class Members who have submitted written notices of objection in this manner will be entitled to be heard at the Settlement Hearing, unless the Court orders otheiwise.

XIV. SPECIAL NOTICE TO BANKS, BROKERS AND OTHER NOMINEES

If you hold or held any JCPenney Securities purchased, otherwise acquired or sold between August 20, 2013 and September 26, 2013, inclusive, as nominee for a beneficial owner, then, within ten (10) calendar days after you receive this Notice, you must either: (1) send a copy of this Notice and the Proof of Claim and Release by First-Class Mail to all such Persons; or (2) provide a list of the names and addresses of such Persons to the Claims Administrator:

JCPenney Securities Litigation Claims Administrator c/o Gilardi & Co. LLC

P.O. Box 404005 Louisville, KY 40233-4005

If you choose to mail the Notice and Proofof Claim and Release yourself, you may obtain from the Claims Administrator (without cost to you) as many additional copies of these documents as you w111 noed to complete the mailing.

Regardless of whether you choose to complete the mailing yourself or elect to have the mailing performed for you, you may obtain reimbursement for, or advancement of, reasonable administrative costs actually incurred or expected to be incurred in connection with forwarding the Notice and Proofof Claim and Release and which would not have been incurred but for the obligation to foiward the Notice and Proof of Claim and Release, upon submission of appropriate documentation to the Claims Administrator.

XV. EXAMINATION OF PAPERS

This Notice is a summary and does not describe all of the details of the Settlement Agreement. For full details of the matters discussed in this Notice, you may review the Settlement Agreement filed with the Court, which is posted on the Settlement website at www.jcpenneysecuritieslitigation.com, along with certain other papers relating to the Settlement. The Settlement Agreement may also be inspected during business hours, at the office of the Clerk of the Court, United States District Court, Eastern District of Texas, William M. Steger Federal Building and United States Courthouse, 211 West Ferguson Street, Room 106, Tyler, TX 75702. The motion papers, with exhibits, including the Settlement Agreement, are also available on the Court's ECF website (for a fee).

If you have any questions about the settlement of the Action, you may contact a representative of Lead Counsel: Rick Nelson, c/o Shareholder Relations, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, 1-800-449-4900.

DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE

DATED: July 24, 2017

12

BY ORDJ;R OF THE: COURT UNITED STATES DISTRICT COURT EASTERN DISTRICT OF TEXL\S


EXHIBITB


II ALAN B. MARCUS, Individually and on Behalf of All Others Similarly Situated,

Plaintiff,

vs.


Defendants.

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF TEXAS

TYLER DIVISION

§ Civil Action No. 6:13-cv-00736-RWS-KNM § (Consolidated) § § CLASS ACTION § § § §

PROOF OF CLAIM AND RELEASE

I. GENERAL INSTRUCTIONS

II

1. To recover as a member of the Class based on your claims in the action entitled Alan B. Marcus v. J.C. Penney Company, Inc., Civil Action No. 6:13-cv-00736-RWS-KNM (the "Action"), you must complete and, on page 7 hereof, sign this Proof of Claim and Release. If you fail to submit a timely and properly addressed (as set forth in paragraph 3 below) Proof of Claim and Release, your claim may be rejected and you may be precluded from any recovery from the Net Settlement Fund created in connection with the proposed Settlement of the Action.

2. Submission of this Proof of Claim and Release, however, does not assure that you will share in the proceeds of the Settlement of the Action.

3. YOU MUST MAIL OR SUBMIT ONLINE YOUR COMPLETED AND SIGNED PROOF OF CLAIM AND RELEASE ON OR BEFORE NOVEMBER 6, 2017, ADDRESSED AS FOLLOWS:


P. 0. Box 404005 Louisville, KY 40233-4005

Online submissions: www.jcpenneysecuritieslitigation.com

If you are NOT a member of the Class (as defined in the Notice of Pendency and Proposed Settlement of Class Action (the "Notice")), DO NOT submit a Proof of Claim and Release form.

4. If you are a member of the Class and you do not timely request exclusion in connection with the proposed Settlement, you will be bound by the terms of any judgment entered in the Action, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM AND RELEASE FORM.

II. CLAIMANT IDENTIFICATION

If you purchased or otherwise acquired J.C. Penney Company, Inc. ("JCPenney" or the "Company") common stock or exchange-traded call options on JC Penney common stock or if you sold exchange-traded put options on JC Penney common stock (collectively, "Securities") during the period from August 20, 2013 through and including September 26, 2013, and held the Securities in your name, you are the beneficial purchaser, acquirer or seller as well as the record purchaser, acquirer or seller. If, however, you purchased, otherwise acquired or sold Securities that were registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser, acquirer or seller and the third party is the record purchaser, acquirer or seller.

Use Part I of this form entitled "Claimant Identification" to identify each purchaser, acquirer or seller of record ("nominee"), if different from the beneficial purchaser, acquirer or seller of the Securities which form the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER(S), ACQUIRER(S) OR SELLER(S) OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER(S), ACQUIRER(S) OR SELLER(S) OF THE SECURITIES UPON WHICH THIS CLAIM IS BASED.

All joint purchasers, acquirers and/or seller(s) must sign this claim. Executors, administrators, guardians, conservators and trustees must complete and sign this claim on behalf of persons represented by them and their authority must accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayer identification) number and telephone number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing information could delay verification of your claim or result in rejection of the claim.

If you are acting in a representative capacity on behalf of a Class Member (for example, as an executor, administrator, trustee, or other representative), you must submit evidence of your current authority to act on behalf of that Class Member. Such evidence would include, for example, letters testamentary, letters of administration, or a copy of the trust documents.

11 I IIIIIII Ill llllllll lllll 1111111111111111 1 II


II II NOTICE REGARD I NG ELECTRONIC FILES: Certain claimants with large numbers of transactions may request to, or may

be requested to, submit information regarding their transactions in electronic files. All claimants MUST submit a manually signed paper Proof of Claim and Release form listing all their transactions whether or not they also submit electronic copies. If you wish to file your claim electronically, you must contact the Claims Administrator at [email protected] to obtain the required file layout. No electronic files will be considered to have been properly submitted unless the Claims Administrator issues to the claimant a written acknowledgement of receipt and acceptance of electronically submitted data.

Ill. CLAIM FORM

Use Part II of this form entitled "Schedule of Transactions in JCPenney Securities" to supply all required details of your transaction{s) in JCPenney Securities. If you need more space or additional schedules, attach separate sheets giving all of the required information in substantially the same form. Sign and print or type your name on each additional sheet.

On the schedules, provide all of the requested information with respect to a// of your purchases or acquisitions and all of your sales of JCPenney Securities between August 20, 2013 and December 24, 2013, inclusive, whether such transactions resulted in a profit or a loss. You must also provide all of the requested information with respect to all of the shares of JCPenney common stock you held at the close of trading on August 19, 2013, September 26, 2013, and December 24, 2013. Failure to report all such transactions may result in the rejection of your claim.

List these transactions separately and in chronological order, by trade date, beginning with the earliest. You must accurately provide the month, day and year of each transaction you list.

The date of covering a "short sale" is deemed to be the date of purchase of JCPenney common stock. The date of a "short sale" is deemed to be the date of sale of JCPenney common stock.

Copies of stockbroker confirmation slips, stockbroker statements, or other documents evidencing your transactions in JCPenney Securities should be attached to your claim. If any such documents are not in your possession, please obtain a copy or equivalent documents from your broker because these documents are necessary to prove and process your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim.

11 I IIIIIII Ill llllllll 11111111111111111 1111 2 II


II

Official Office Use Only


Alan B. Marcus v. J.C. Penney Company, Inc.,

Civil Action No. 6: 13-cv-00736-RWS-KNM

PROOF OF CLAIM AND RELEASE

Please Type or Print in the Boxes Below Do NOT use Red Ink, Pencil, or Staples

II Must Be Postmarked (if Mailed) or Received (if Submitted Online) No Later Than November 6, 2017

JYS ~

.---- PART I: CLAIMANT IDENTIFICATION --------------------------, Last Name M.I. First Name

D Last Name (Co-Beneficial Owner) M.I. First Name (Co-Beneficial Owner)

IRA Joint Tenancy Employee Individual O Other_~-~-Company Name (Beneficial Owner - If Claimant is not an Individual) or Custodian Name if an IRA (specify)

Trustee/Asset Manager/Nominee/Record Owner's Name (If Different from Beneficial Owner Listed Above)

Account#/Fund# (Not Necessary for Individual Filers)

Last Four Digits of Social Security Number

or

Telephone Number (Primary Daytime)

Email Address

Taxpayer Identification Number

[D-~~ ........ ~~ Telephone Number (Alternate)

~-- MAILING INFORMATION-------------------------------. Address

Address

City

Foreign Province

FOR CLAl'.\IS PROCESSING OB ONLY

Cll

0 ATP

CKE 0 JC[

11 I IIIIIII Ill llllllll lllll llll llllll 1111111111111111

Foreign Postal Code

llE

DR

EM

0 FL

I) ME '.J

0 ND

3

State Zip Code

Foreign Country Name/Abbreviation

I FOR CLAIMS PROCESSING ONLY

II


II PART II. SCHEDULE OF TRANSACTIONS IN JCPENNEY SECURITIES COMMON STOCK II

A. Number of shares of JCPenney common stock held at the close of trading on August 19, 2013:

Proof Enclosed? OY N

B. Purchases or acquisitions of JCPenney common stock between August 20, 2013 and December 24, 2013, inclusive: .--~~PURCHASES~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~-.

Trade Date(s) of Shares (List Chronologically)

M M D D Y Y Y Y

1.[_[J/[_[J 2.[D/~ 3.C/

~~-

4. [_[] /[D s.[D/

Number of Shares Purchased or Acquired

$

$

$

$

$

Total Purchase or Acquisition Price (Excluding

Commissions, Taxes and Fees). Please round off to the nearest whole dollar

IMPORTANT: (i) If any purchase listed covered a "short sale," please mark Yes: Yes

Proof of Purchase Enclosed?

.@21 y N

@21 y

• N

00 y

• N

00 y

• N

.@21 y N

(ii) If you received shares through an acquisition or merger, please identify the date, the share amount and the company acquired:

M M D D Y Y Y Y Merger Shares: Company:

'~ C. Sales of JCPenney common stock between August 20, 2013 and December 24, 2013, inclusive: ...-~~SALES~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~--,

Trade Date(s) of Shares (List Chronologically)

M M D D Y Y Y Y

Number of Shares Sold

D. Number of shares of JCPenney common stock held at the close of trading on September 26, 2013:

E. Number of shares of JCPenney common stock held at the close of trading on December 24, 2013:

$

$

$

$

$

Total Sales Price (Excluding Commissions,

Taxes and Fees). Please round off to

the nearest whole dollar

Proof of Sales

Enclosed?

.@21 y

N y

• N

.@21 y N y

• N y

• ON

Proof Enclosed? y N

Proof Enclosed? y N

IF YOU REQUIRE ADDITIONAL SPACE, ATTACH EXTRA SCHEDULES IN THE SAME FORMAT AS ABOVE. SIGN AND PRINT YOUR NAME ON EACH ADDITIONAL PAGE.

11 I IIIIIII Ill llllllll llll llllll 1111111111111111 4 II


II PART II. SCHEDULE OF TRANSACTIONS IN JCPENNEY SECURITIES (CONT.)

PURCHASES/REPURCHASES II

F. I made the following purchase/repurchase of options on JC Penney common stock during the period from August 20, 2013 through December 24, 2013, inclusive:

Option Type

0 Put Call

Put Call

Put Call

Put Call

Put Call

0 Put Call

Put Call

Put Call

Date( s) of transaction (List Chronologically)

(MM/DD/YY)

Number of option

contracts acquired

Expiry Date (MM/YY)

~~ ... , ................. CD ~ ............... , .... __ [D ~~ ................... -=o ~~······'····-·'[D

......... , ................ ,~,[D SALES/WRITTEN

Strike Price

Transaction [X]expired Proof of price per option [A]ssigned transaction

contract [E]xercised Enclosed?

[] [] [] [] [] []

D D

0Y ON 0Y ON 0Y ON OY ON OY

N

0Y ON

y

ON CY ON

G. I made the following sales/written of options on JCPenney common stock during the period from August 20, 2013 through December 24, 2013, inclusive:

Option Type

Put Call

Put Call

Put Call

Put Call

Put Call

Put Call

Put Call

Put Call

Date(s) of transaction (List Chronologically)

(MM/DD/YY)

[IJ~~·~······~ [Cl[IJ~

~ ....... , .... ~CD-_[IJ~

Number of option

contracts acquired

Expiry Date (MM/YY) Strike Price

Transaction [X]expired Proof of price per option [A]ssigned transaction

contract [E]xercised Enclosed?

OY ON OY ON

y N y N y

N y N y N y N

IF YOU REQUIRE ADDITIONAL SPACE, ATTACH EXTRA SCHEDULES IN THE SAME FORMAT AS ABOVE. SIGN AND PRINT YOUR NAME ON EACH ADDITIONAL PAGE.

11 I IIIIIII Ill llf lllll llll lllll 11111111111111111 5 II


II YOUR SIGNATURE ON PAGE 7 WILL CONSTITUTE YOUR ACKNOWLEDGMENT OF THE RELEASE. II IV. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS

I (We) submit this Proof of Claim and Release under the terms of the Settlement Agreement described in the Notice. I (We) also submit to the jurisdiction of the United States District Court for the Eastern District of Texas with respect to my (our) claim as a Class Member and for purposes of enforcing the release set forth herein. I (We) further acknowledge that I am (we are) bound by and subject to the terms of any judgment that may be entered in the Action. I (We) agree to furnish additional information to the Claims Administrator to support this claim if requested to do so. I (We) have not submitted any other claim in connection with the purchase or acquisition of JCPenney Securities and know of no other person having done so on my (our) behalf.

V. RELEASE

1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, finally and forever settle, release and discharge from the Released Claims each and all of the Released Persons as provided in the Settlement Agreement.

2. "Related Persons" means, with respect to the Defendants, each and all of their respective present or former parents, subsidiaries, affiliates, successors and assigns, and each and all of their respective present or former officers, directors, employees, employers, attorneys, accountants, financial advisors, commercial bank lenders, insurers, reinsurers, investment bankers, representatives, general and limited partners and partnerships, heirs, executors, administrators, successors, affiliates, agents, spouses, associates, and assigns of each of them or any trust of which any Defendant and/or their Related Persons is the settlor or which is for the benefit of any Defendant and/or their Related Persons and/or member(s) of his or her family and any entity in which any such Defendant and/or their Related Persons has a controlling interest.

3. "Released Claims" means any and all claims and causes of action of every nature and description whatsoever whether known or unknown, whether arising under federal, state, common or foreign law, whether class or individual in nature, that Lead Plaintiff NSPF or any other member of the Class asserted in the Action or could have asserted in any forum that arise out of or are based upon or related in any way to (i) the purchase or acquisition of JCPenney common stock or call options, or the sale of JCPenney put options, and (ii) the allegations, transactions, facts, matters, or occurrences, representations or omissions involved, set forth, or referred to in the Complaint. "Released Claims" includes "Unknown Claims" as defined below.

4. "Released Persons" means each and all of Defendants and each and all of their Related Persons.

5. "Unknown Claims" means any Released Claims which Plaintiffs or any Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Persons which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Persons, or might have affected his, her or its decision not to object to this Settlement. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, Plaintiffs shall expressly and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived to the fullest extent permitted by law the provisions, rights, and benefits of California Civil Code §1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Plaintiffs shall expressly and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code §1542. Plaintiffs and Class Members may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but Plaintiffs shall expressly, and each Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct that is negligent, intentional, with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts, whether or not previously or currently asserted in any action. Plaintiffs acknowledge, and the Class Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and an essential term of the Settlement of which this release is a part.

6. This release shall be of no force or effect unless and until the Court approves the Settlement Agreement and the Settlement becomes effective on the Effective Date.

7. I (We) hereby warrant and represent that I (we) have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof.

8. I (We) hereby warrant and represent that I (we) have included the information requested about all of my (our) transactions of JCPenney Securities which are the subject of this claim, which occurred during the Class Period, as well as the number of shares of JC Penney common stock held by me (us) at the close of trading on August 19, 2013, September 26, 2013 and December 24, 2013.

11 I IIIIIII Ill llllllll lllll 1111111111111111 6 II


- -I declare under penalty of perjury under the laws of the United States of America that the foregoing information supplied by the undersigned is true and correct.

Executed ________ day of in ----------- ---------(Month/Year) (City/State/Country)

(Sign your name here) (Sign your name here)

(Type or print your name here) (Type or print your name here)

(Capacity of person(s) signing, e.g., (Capacity of person(s) signing, e.g., Beneficial Purchaser or Acquirer, Executor or Administrator) Beneficial Purchaser or Acquirer, Executor or Administrator)

ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE.

Reminder Checklist:

1. Please sign the above release and declaration.

2. If this claim is being made on behalf of Joint Claimants, then both must sign.

6. If you desire an acknowledgment of receipt of your Proof of Claim and Release please send it Certified Mail, Return Receipt Requested.

3. Remember to attach copies of supporting documentation, if available.

7. If you move, please send your new address to the address below.

4. Do not send originals of certificates.

5. Keep a copy of your Proof of Claim and Release and all supporting documentation for your records.

8. Do not use red pen or highlighter on the Proof of Claim and Release or supporting documentation.

THIS PROOF OF CLAIM AND RELEASE MUST BE POSTMARKED (IF MAILED) OR RECEIVED (IF SUBMITTED ONLINE) NO LATER THAN NOVEMBER 6, 2017, ADDRESSED AS FOLLOWS:

a I IIIIIII Ill llllllll lllll llll Ill 1111111111111111111


P. 0. Box 404005 Louisville, KY 40233-4005

www.jcpenneysecuritieslitigation.com

7 -


II II

THIS PAGE INTENTIONALLY LEFT BLANK

II I IIIIIII Ill llllllll llll lllll lllll 11111111111111111 8 II


Exhibit C


3301 Kerner Blvd. San Rafael, CA 9490 I P: (415) 461-0410 F: (415) 461-0412

«FirstName» «LastName» «Company» «Addrl » «Addr2» South Bend, IN 46601 «FCountry»

Re: JCPenney Securities Litigation - Civil Action No. 6: 13-cv-00736-RWS-KNM

Dear «GENDER» «LastName»:

August 7, 2017

Please find enclosed the Notice of Pendency and Proposed Settlement of Class Action (the "Notice") and Proof of Claim and Release form for the above referenced litigation. Please note both the eligibility criteria described on page one of the Notice, specifically the inclusion of all persons who purchased or otherwise acquired J.C. Penney Company, Inc. ("JCPenney" or the "Company") common stock or exchange-traded call options, or who sold exchange-traded put options ("Securities"), between August 20, 2013 and September 26, 2013, inclusive (the "Class Period"). In addition, the Notice provides that the exclusion deadline is November 8, 2017, and that the claim submission deadline is November 6, 2017.

Please pay particular attention to the "Special Notice to Banks, Brokers and Other Nominees" on page twelve of the Notice stating that if you hold or held any JCPenney Securities purchased, otherwise acquired or sold during the Class Period, as a nominee for a beneficial owner, then, within ten (10) days after you receive the Notice, you must either: send a copy of this Notice and the Proof of Claim and Release form by First-Class Mail to all such Persons; or (2) provide a list of the names and addresses of such Persons to the Claims Administrator .. Please do not make your own copies of the Proof of Claim and Release form, as copies may not be accepted for processing. Additional copies of the appropriate documents may be requested by contacting us at the above address and/or phone number.

If we conduct the necessary mailing on your behalf, please submit names and addresses either via email to ~91in9ations@Gilardi&Ql11, via CD Rom to the above address or contact (415) 458-3015 to obtain secure FTP transmission instructions. Mailing labels will be accepted, but you may be requested to provide an additional copy of the address information you send. Do not include any confidential information that should not appear on a mailing label.

The data provided must be in one of the following formats: • ASCII Fixed Length file • ASCII Tab Delimited file • Microsoft Excel spreadsheet

Your request must also specify the case name and Control Total(s) (for example, the total number of name and address records provided) for each file submission.

If you have any questions, please call (415) 458-3015.

Sincerely,

Gilardi and Company, LLC


EXHIBITD


Declaration of Publication

I, Dominic Campodonico, as Senior Project Manager, Legal Notification Services at Gilardi &

Co. LLC, a KCC Class Action Services Company in San Rafael, California, hereby certify that I

caused the attached notice to be printed in said publication on August 15, 2017:

Name of Publication: The Wall Street Journal

Address: 1211 Avenue of the Americas

City, State, Zip New York, NY, 10036

Phone #: 1-800-568-7625

State of: New York

I declare under penalty of perjury that the foregoing is true and correct. Executed on this 20th

day of October 2017, at San Rafael, California.

Dominic Campodonico


THE WALL STREET J()Lll.~/\L "

BLSI\[SS \E\\S

A&E Aims to Stand Out Amid TV Clutter A+E Networks' namesake

TV chanm!l is launching a new adwrt1smg campiugn In an ef~ fon to stand out ln an lnetea.s· ingJy crowdetl TV marketplace.

The campaign, dubbed "Brave Slorytel.l,ers,." promotll!S A&E's umcnpted shows-and highlights A&E stats such as Lea.It Remin! from "Leah ~m· ini: Soentoiogy and the Afiff· math" and Donrue Wahlberg from "Wahlburgers" talking about what motivates them to telltheir;,tones.

TtM. ad p\l.ID, which begins Tuesday, se4;1tJ to rmnforce what the A&E brand stands fur m hopes of drawing m more VJ.ewers.

":'J networks are amhir pressure to make a:n impm· s1on on viewers who hav.e a. glut of TV programming to choose. Viewen1 also have many onJine channels and streammgpac!ulges.

Whili! A• E Networks hrands. like. History and Llfuame have always had clear brand 1d1mti· nes, the A&E ctiannei has had a tougner time !inding its VOlCe. In :ts early days, A&H was !Cnown for "arts and en· tertainment" programttung. but m recent years the cl\an· neJ has shifted it:5 fOCWl to prodlUU!g mostly :ion!ktlon ihows. such as "Leah Re:nuni: Soento!ngy and the After· math," whkh made il:3 debut

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its ratmgs. Rerween 2013 and 2016, rating5 m the :s-w-49· year-old demographic, indud· ing '.ive plus 41WE!lt days of viewing after an episode airs, iropped by about half at A&.E.

.'\.&E's average viewershil] among adults !8 to 49 in the second quarter in 2017 Willi up 2% compared Wlth rhe same ;retiod m 2016, a«:ordlng to !iielR'n data rovt>ting !lve VJewmg and seven days of rime-shifted vwwnig. The IWt • wo.k was up i<Mut 12% in the 25 to 54 demographic. which mrorporates more of the d,an·

m net's target avd~, \Wet that

If you purchaeod contaltterboard Product• In the United stat .. from February 11, 2004 throMgh November , 2010,

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the mantra "lt's Only By Look'.ng Closer That We see~ and will include TV commercials tnat au- on A&E, as well as in programming from rivai net· works. including the Emmy Awards on CBS and ''This Is Us~ and ''Will & Grace" on NBC, among others, Ads alw will appear on A&E'5 dig1tal platforms, as well as on Vou· TUbe, Hu.lo and Tremor.

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Vice Teams With Airbnb On Edgy Travel Packages

rica, Pans, !'lftw York and Tokyo rrtt of cham. A !ee will ~ charged f<tr !\lture to.in;.

Going forward, profit from tour fees will be kept by Airtmn. whllft Viet> wtll recetve adverh$mg: .spending from Afrbnb to market tts "'Expeti· ences" offerings and other products.

"'!hi5 is.s-omethmg a bddlfrerent man a typtca! ad rmtiOJWl.!p, in that we are both putting in money and time to develop the affering!!," Mr. Batmsatd."We'vedoneatonot research on this and giwn tb.1.t ~atein80o:nuttries.oo.ralnl-1ty to send VJewers on mcredi· a Ille trlpsseemsprettyendless.~

The poot offenngs tnclude a look .tt the electronic music .';(;en,e- m Cape Town led by Ws Spoe.k Mathambo and Yolanda Fyru$, a tour of Tokyo's LG·

~avistar Penalized Over Engines st.aning to come to trial. A

-------- jury m Madlsan County, Torm., Navistar lntemadooa.l.

Corp. must pay .$31 trullion m damages for failing to disclo:.e problems With its engines, a Te=soo JUTY rJied, in the ltr:$t Judgment ag;unst the trod: mru,;er from d<nens -Of JaW'$1.l.its tiled over a troubled eng:ine model

Costs related to a faulty el· haw;t system on N'av,star':$ MaxxP'Drce engine nearly sent the c:Ompany into bankrupt<:)' five yeus ago. CUsto:mers fled toothertruckbranrul,erodlng: NaVJStar's snare of the North American tnJ.ck market The nlinois·based company discon· tinued the engines m 2012,

La\¥Slllts that nucking com, ria.ruesfileriford..amagesstern· ming from the Man.Force's ;ioor performance aro jwn

ruled Thu,tsday that Navi.u.ar ~ ttucldng company Milan Supply Chaw Sollrtions $31 :million related to faulty Man~ Foree 1.'.Hlter engines m 243 trucks it purchased in Wll and 2012.

"We anedisappoinieain!M :tUYs verdict and are evahlat· 1ng (JIU options to challenge :t. ~ a :ill'VlStar spokeswoman said on ~onday. ~over the past five years, we have spent a s1gn1ficant amoW'lt of nmt> and fl!SOUrces adWs1ng cos· tomers' concerns regarding this issue."

Tennessee-based Milan Supply argued that Navistar didn't adequately test the MaxxFotee engines and that execJ.tives icnew the engmes contained comp,:ments prone

ro filllure, Al a twn·Wei!k trial, lawyers fm Milan supply pra, .iented emails arui deposition.'I from N.!Mstar em,.;hves 1ndi<:at.ing the nnnpany Dad rushed thee~ Into proo:uc· tion in 2010.

~E"erybody mew when trnly lau:tc:hed this feng:lm!J Wt they bad -;,roblems," said Clay Miller, an attorney for Milan Supply,

The NaV1star spokeswoman said the company 1ested the MaXXForce for 12 mlUlon rrules priortola'IJ.Jtdlunderrtgorous rondit1ons. "We were confident, based on this testing, that the product would perfonnt She-$aid,

Navi.star said it has gotten simllarsUits dlsml.S$.t!d in nalf a d07An ~tatl!!L Abour 20 com· plaints remain active, Mr. Millersau:L


Declaration of Publication

I, Dominic Campodonico, as Senior Project Manager, Legal Notification Services at Gilardi &

Co. LLC, a KCC Class Action Services Company in San Rafael, California, hereby certify that I

caused the attached notice to be published as a press release by the following wire service:

Name of Publication: BusinessWire

Address: 101 California Street 20th Floor

City, State, Zip San Francisco, CA 94111

Phone #: 415-986-4422

State of: California

The press release was distributed on August 15, 2017 to the following media circuits offered by

the above-referenced wire service:

1. US 1 National Newsline

I declare under penalty of perjury that the foregoing is true and correct. Executed on this 20th

day of October 2017, at San Rafael, California.

~·

Dominic Campodonico


:'\ Business Wire·

A Berkshire Hathaway Company

Robbins Geller Rudman & Dowd LLP Announces Proposed Settlement of JCPenney Securities Litigation

August 15, 2017 11 :30 AM Eastern Daylight Time

TYLER, Texas--(BUSINESS WlRE)--The following statement is being issued by Robbins Geller Rudman & Dowd LLP

regarding the JCPenney Securities Litigation:

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF TEXAS

TYLER DIVISION

ALAN B. MARCUS, Individually and on Behalf of

All Others Similarly Situated,

Plaintiff,

vs.


Defendants.

§

§

§

§

§

§

§

§

Civil Action No. 6:13-cv-00736-RWS-KNM

(Consolidated)

CLASS ACTION

SUMMARY NOTICE

TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED J.C. PENNEY COMPANY,

INC. ("JCPENNEY" OR THE "COMPANY") COMMON STOCK OR EXCHANGE-TRADED CALL

OPTIONS, OR WHO SOLD EXCHANGE-TRADED JCPENNEY PUT OPTIONS ("SECURITIES"),

BETWEEN AUGUST 20, 2013 AND SEPTEMBER 26, 2013, INCLUSIVE

YOU ARE HEREBY NOTIFIED that pursuant to an Order of the United States District Court for the Eastern District of

Texas, a hearing will be held on November 29, 2017, at 10:00 a.m., before the Honorable K. Nicole Mitchell, United

States Magistrate Judge, at the \1\/illiam M. Steger Federal Building and United States Courthouse, 211 West Ferguson

Street, Room 353, Tyler, TX 75702, for the purpose of determining (1) whether the proposed Settlement of the Action


for the sum of Ninety-Seven Million, Five Hundred Thousand Dollars ($97,500,000.00) in cash should be approved by

the Court as fair, reasonable, and adequate, which would result in this Action being dismissed with prejudice against

the Released Persons as set forth in the Settlement Agreement dated June 14, 2017; (2) whether the Plan of

Allocation of settlement proceeds is fair, reasonable, and adequate and therefore should be approved; and (3) the

reasonableness of the application of Lead Counsel for the payment of attorneys' fees and expenses in connection

with this Action, together with interest thereon, and the application of Plaintiffs for an award of their time and expenses

in representing the Class.

If you purchased, acquired or sold JC Penney Securities, your rights may be affected by this Action and the Settlement

thereof. If you have not received a detailed Notice of Pendency and Proposed Settlement of Class Action and a copy

of the Proof of Claim and Release form, you may obtain copies by writing to JCPenney Securities Litigation, Claims

Administrator, do Gilardi & Co. LLC, P.O. Box 404005, Louisville, KY 40233-4005, or by downloading this information

atwww.jcoenneysecuritieslitigation.com. lfyou are a Class Member, in order to share in the distribution of the Net

Settlement Fund, you must submit a Proof of Claim and Release form postmarked no later than November 6, 2017, or

online atwww.jcpenneysecuritieslitiqation.com no later than November 6, 2017, establishl ng that you are entitled to a

recovery. You will be bound by any judgment rendered in the Action unless you request to be excluded, in writing, to

JCPenney Securities Litigation, Claims Administrator, EXCLUSIONS, do Gilardi & Co. LLC, 3301 Kerner Blvd., San

Rafael, CA 94901, postmarked by November 8, 2017.

Any objection to any aspect of the Settlement must be filed with the Clerk of the Court no later than November 8, 2017,

and received by the following no later than November 8, 2017:

Counsel for Plaintiffs

ROBBINS GELLER RUDMAN &

DOWD LLP

ROBERT R. HENSSLER JR.

655 West Broadway, Suite 1900

San Diego, CA 92101

Counsel for Defendants

GIBSON, DUNN & CRUTCHER LLP

JASON J. MENDRO

1050 Connecticut Ave., N.W.

Washington, D.C. 20036

PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE REGARDING THIS NOTICE.

DATED: July 24, 2017

Contacts Robbins Geller Rudman & Dowd LLP

Shareholder Relations

Rick Nelson

1-800-449-4900

BY ORDER OF THE

COURT

UNITED STATES

DISTRICT COURT

EASTERN DISTRICT

OF TEXAS


EXHIBIT E


* JYS-EXCL00001 * *JYS-EXCL00001*

Exclusion Cover Page

Case Name: JC Penney Securities Litigation

Case Code: JYS

Exclusion Deadline: November 8, 2017 (Postmarked Date)

Name of Person Filing Exclusion: Doris H Jacobi Ada W Hamilton (Dec)

-


8-15-2017

P~ b-€/~iMdithat: I W11!~~e,r of Ada,;W. tl~o-¥v. lvfy rn.other-p~aMJ~ ove,r

fo-U,Y yecu-}' ~

~~~=-J.~~~N NO. 6:13-(Al-007 36-RWS-KNlvf. Alil'le¥ ~}'we,re,

~ by my la.wye,r a.vid, I h.a>ve; vi&

{4oymat'L0111{o-v yow.

~ ~~~e;.!:~~,--~ ~b-€/ removed, fron11 yow-- recor~ a.vid,that; I wllL vi&~ ~,;;;;-~l,,cfi,;~:;' .,,_ ..••

r~e;~ coro-fP~fro-wl/yow, ~~ keep}' br~ up me-nwrie4,, I WJ11trylhtff to--~ paa-If yow rteed,; proof of death,, I h.a>ve; ~ ev cop Y of~ death, cerl:,flcat'lv.

I ~efy hope; I Ca-t'\I depe,rul, 011.; yow to-- 'honor J11:YW~

s iHtcerefy,

, ·) !J0 :« / aaL:_, Vorw fl. J acofrv


II ALAN B. MARCUS, Individually and on Behalf of All Others Similarly Situated,

Plaintiff,

vs.


Defendants.


TYLER DIVISION

§ Civil Action No. 6: 13-cv-00736-RWS-KNM § (Consolidated) § § CLASS ACTION § § § §

____________ §

...-....__ __

II


II II NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request to, or may

be requested to, submit information regarding their transactions in electronic files. All claimants MUST submit a manually signed paper Proof of Claim and Release form listing all their transactions whether or not they also submit electronic copies. If you wish to file your claim electronically, you must contact the Claims Administrator at [email protected] to obtain the required file layout. No electronic files will be considered to have been properly submitted unless the Claims Administrator issues to the claimant a written acknowledgement of receipt and acceptance of electronically submitted data.

Ill. CLAIM FORM

Use Part II of this form entitled "Schedule of Transactions in JCPenney Securities" to supply all required details of your transaction(s) in JCPenney Securities. If you need more space or additional schedules, attach separate sheets QivinQ all of the

· edJnfm!liWtion in substantiallv the same form. Sign and print or type your name on each additional sheet.

1 - • ' " * · --~--- urchases or ~cquisition'"' ~ -f

her such ta ..___ __


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"'-~· _"'t~·

STATE OF NORTH CAROLINA · CARTERET COUNTY

OFFICE OF REGISTER OF DEEDS

.

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I



* JYS-EXCL00002*. JYS-EXCL00002·



Case Code: JYS


Name of Person Filing Exclusion: James S Clarke IV


JC Penny Securities Litigation

Claims Administrator

l=)C("J I Ji.ION<;

c/o Gilardi & Co LLC

3301 Kerner Blvd.

San Rafael, CA 94901

To whom it may concern,

My name is James S. Clarke IV

••----ll.iMlli'·1:.aa1aemdress is

My home phone number is

Please exclude me from the class action lawsuit, I made no sizable acquisitions during the time of

concern of August to September of 2013 any purchases that may have been made were through my

dividend reinvestment for electronic shares and would amount to a .30 cent purchase or less.

Again, please exclude me from this litigation.

Thank you for your time,

James Clarke


[;lt).1k

'

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. : l AUG 2 8 2017 [i i i I ZIii

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23 .AU(; 2017 PM 5 l .

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94901-489S.25 IJ, ,I I l~;ft.li9.1,(i11,,1,f I, fl I'd 1 • 1 I 11 11111 ti IIIJ I•'

.. Case 6:13-cv-00736-RWS-KNM Document 170-5 Filed 10/25/17 Page 10 of 24 PageID #:

5085

\

\

* JYS-EXCL00003**JYS-EXCL00003*



Case Code: JYS

SEP 1 9 2017

(Y\o/ .J

Exclusion Deadline: Novernber 8, 2017 (Postmarked Date)

Name of Person Filing Exclusion: Pier Tommaso Puggini & Anna Maria Carteni JTWROS


- -- - --- - -·-·----~~-

PIER TOM MASO PUGGINI &

ANNA MARIA CARTEN I JTWROS

Alessandria, 29 August 2017

Dear Sirs,

JCPenney Securities Litigation Claim Administrator EXCLUSIONS c/o Gilardi & Co. LLC 3301 Kerner Blvd San Rafael , CA 94901

Thank you very much for the information you mailed me about this Class Action.

Please, take note that, despite I traded JCP over the year 2013, I had no JCP stocks during the period

August 20, 2013 - September 26, 2013.

Kindest regards

I L:


t':er T'lr.ttr.aso Puggin•

f'' !f. ~ ... :

'::i4':::-101$~+8':::iS

postamail intemazionale

0

01383 15121 ALESSANDRIA 5 (Al)

1·PT018429

ICPenney Serurit1es L1tigatton Claim Adnuni~t:-atcr EXCLUSIONS c/o Gilardi & Co. LLC 3301 Kerner Blvd San Rafael . CA 94901

D.ne+aifaliane

I I ,I 29.08.2017 08.40 Euro 002.20

l¥ilffi

U.S.A. C:t:ts:r7 • Ji I J Ii ll h I Ip JI II! 1' t' I' It 11, 1, /l 11 I', 1, II I l' j J, ill ii I JI I JI Ji p

- ,,


I * JYS-EXCL00004* *JYS-EXCL00004*

!

~· L. !:_·.-.

L ·· ..



Case Code: JYS

Exclusion Deadline: Novernber 8, 2017 (Postntarked Date)

Name of Person Filing Exclusion: Mark D Copen


To whom it may concern,

This letter is confirmation of my request for exclusion from

Class in Alan B. Marcus, Individually and on Behalf of All Others Similarly Situated vs. J.C.

Penny Company, Inc., et al. Civil action No. 6:13-cv-RWS-KNM (Consolidated} D. ILL.}. Enclosed is the

requested information and trade Confirmations form my brokerage account for my 2013 tax returns.

Respectfully,

Mark D. Copen


Trade SetUe Acct Date Date Type

09/25/13 09/26/13 Margin

Statement for Account~ 09/01/13 - 09/30/13

Account Activity

Transaction/ SymboU Cash Activity• Description CUSIP

Seil - Securities Sold PENNEY JC CO INC -- ------

-JCP Oct 19 13 9.0 PTO OPEN

Quantity Price Amount Balance o.54 ~---- 1s1.41 ---~-- JS L


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

Ill (\I t.O (Jl ID rj' I .....

0 O'I

"" (Jl


* JYS-EXCL00005* ·JYS-EXCL00005*



Case Code: JYS

OCT f 6 2017

VY\ Ufi


Name of Person Filing Exclusion: Laura M Ranatza


lftu«Jt ~ (ZA~lfY(Z 4


. ' .

w C)


* JYS-EXCL00006* *JYS-EXCL00006*



Case Code: JYS

OCT f 6 2017 ,,,,,,, ·x -' r -._,.,., I


Name of Person Filing Exclusion: Thomas B Maslanka


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·+u \o e... ~><c.~uoeo! °l ""·~€.. C.~~ss A~+\~"" 80 ~ \- 0~ WV\\.c~ hl.,L\ Sha.tes 6·l? Sc ?~'\i.f\'j

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1ll•p•11H11111ll I I Pb 1 •1 •111111111111 lh 1111, 1 .. ,••1•11'11•1 II

THOMAS B MASLANKA SR 00021454 01 AB o.384 02021464

FMTC CUSTODIAN - ROTH IRA FBO THOMAS B MASLANKA SR

REFERENCE IE. TYPli REG.REP.

You Bought 5 at 13.995

Svabol: JCP

TRADii;PATE 5ETTU11ii;KT PATIi;

Online FAST(sm)-Automated Telephone Customer Service

CUSIPNO. 0Rb£R NO.

Fidelity.com 800-544-5555 800-544-6666

SECURITY DESCJUPTIOII - DISCLOSURES

PENNEY J C CO INC Principal Aaount WE HAVE ACTED AS AGENT. Coaaission PARTIAL EXECUTION Settleaent Aaount

REFERENCE MO. TYPE R P, TRADE DATE SETTLEMENT DATE CUSIP NO. ORDER NO.

You Bought at

Syabol: JCP

39 13.9999

SECURITY DEICRIPTIDN - DlSCt.OSUAES PENNEY J C CO INC WE HAVE ACTED AS AGENT. PARTIAL EXECUTION

Principal Aaount Settleaent Aaount

ALL ORDERS ARE UNSOLICITED UNLESS SPECIFIED ABOVE

FMTC CUSTODIAN - ROTH IRA FBO THOMAS B MASLANKA SR

FIDELITY INVESTMENTS PO BOX 770001 CINCINNATI OH 45277-ocK>3

If you are eligible to make a deposit, please use this form fc investments in your brokerage account only.

I AMOUNT OF INVESTMENT I $

If there are sufficient funds in your brokerage core account (or margin account), Fidelity will use those funds to cover the trade(s) on this confirm. If you wish to deposit additional money, use this deposit slip and make checks payable to: NATIONAL FINANCIAL SERVICES LLC. Deposits will be made to the account listed above. Please mail checks to the Fidelity address on this form. Refer to th1 last page for instructions on depositing certificates.

4411il10.20.0


~ Thomas Maslanka

OCT \ 6 2017

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Documents

DECLARATION OF CAROLE K. SYLVESTER REGARDING NOTICE ... · 3301 Kerner Blvd., San Rafael, California. The Court's Order Preliminarily Approving Settlement and Providing for Notice,