KOHLS Corp — Director's Dealing 2011

Mar 30, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KOHLS Corp (KSS)
CIK: 0000885639
Period of Report: 2011-03-28

Reporting Person: MCDONALD WESLEY S (Sr. Exec. Vice President, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-28	Common Stock	A	14205	—	Acquired	117509	Direct
2011-03-29	Common Stock	F	1175	$52.80	Disposed	116334	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-28	Employee Stock Options	$52.80	A	51582	Acquired	2018-03-28	Common Stock (51582)	Direct

Footnotes

F1: Award of restricted stock under Company's 2010 Long-Term Compensation Plan. The restricted shares vest in five equal annual installments on the first through fifth anniversaries of the Grant Date. Vesting is contingent upon the Company beating its peer performance index, which measures growth in total sales and comparable store sales, for the Company's 2011 or 2012 fiscal years.

F2: Represents shares used to satisfy tax withholding obligation upon vesting of restricted stock under the Company's 2003 Long-Term Compensation Plan.

F3: Includes 99,455 unvested shares of restricted stock.

F4: Exercisable in five equal annual installments on the first through fifth anniversaries of the Grant Date.