KOHLS Corp — Director's Dealing 2011

Mar 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KOHLS Corp (KSS)
CIK: 0000885639
Period of Report: 2011-03-01

Reporting Person: ESKENASI PEGGY (Sr. Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-01	Common Stock	A	56306	—	Acquired	94290	Direct
2001-03-01	Common Stock	J	11262	—	Disposed	83028	Direct
2001-03-01	Common Stock	J	830	—	Disposed	82198	Direct
2001-03-01	Common Stock	J	755	—	Disposed	81443	Direct
2001-03-01	Common Stock	J	7245	—	Disposed	74198	Direct
2001-03-01	Common Stock	J	1373	—	Disposed	72845	Direct
2001-03-01	Common Stock	J	6764	—	Disposed	66061	Direct
2001-03-01	Common Stock	J	2026	—	Disposed	64035	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-01	Employee Stock Option (Right to Buy)	$50.00	J	33975	Disposed	2019-10-04	Common Stock (33975)	Direct
2011-03-01	Employee Stock Option (Right to Buy)	$46.20	J	9000	Disposed	2020-02-23	Common Stock (9000)	Direct
2011-03-01	Employee Stock Option (Right to Buy)	$51.81	J	13775	Disposed	2013-03-27	Common Stock (13775)	Direct
2011-03-01	Employee Stock Option (Right to Buy)	$75.95	J	9955	Disposed	2014-03-26	Common Stock (9955)	Direct
2011-03-01	Employee Stock Option (Right to Buy)	$42.89	J	4533	Disposed	2015-03-31	Common Stock (4533)	Direct
2011-03-01	Employee Stock Option (Right to Buy)	$41.63	J	5150	Disposed	2016-03-30	Common Stock (5150)	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 3/1/11. Vesting is contingent upon the Company achieving net income of at least $1,000,000,000 in either fiscal year 2011 or fiscal year 2012.

F2: Transferred to ex-spouse pursuant to Qualified Domestic Relations Order.

F3: Shares are 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 3/1/11. Vesting is contingent upon the Company achieving net income of at least $1,000,000,000 in either fiscal year 2011 or fiscal year 2012.

F4: Shares are restricted stock under Company's 2003 Long Term Compensation Plan. The restricted shares vest on 3/26/11.

F5: Shares are restricted stock under Company's 2003 Long Term Compensation Plan. 377 shares vest on 3/31/11 and 378 vest on 3/31/12.

F6: Shares are restricted stock under Company's 2003 Long Term Compensation Plan. 1,811 shares vest on 3/30/11, 3/30/12 and 3/30/13, 1,812 vest on 3/30/14.

F7: Shares are restricted stock under Company's 2003 Long Term Compensation Plan. 343 shares vest on 3/30/11, 344 shares vest on 3/30/12 and 343 shares vest on each of 3/30/13 and 3/30/14.

F8: Shares are restricted stock under Company's 2003 Long Term Compensation Plan. 1,353 shares vest on each of 3/29/11 and 3/29/12. 1,352 shares vest on 3/29/13 and 1,353 shares vest on each of 3/29/14 and 3/29/15.

F9: Includes 62,008 unvested shares of restricted stock.

F10: Stock options granted pursuant to the Company's 2003 Long Term Compensation Plan. 28,617 shares vested. 5,358 shares vest on 10/04/11.

F11: Fully vested stock options granted pursuant to the Company's 2003 Long Term Compensation Plan.

F12: Fully vested stock options granted pursuant to the Company's 2003 Long Term Compensation Plan.

F13: Stock options granted pursuant to the Company's 2003 Long Term Compensation Plan. 7,466 shares vested. 2,489 shares vest on 3/26/11.

F14: Stock options granted pursuant to the Company's 2003 Long Term Compensation Plan. 2,267 shares vested. 1,133 shares vest on each of 3/31/11 and 3/31/12.

F15: Stock options granted pursuant to the Company's 2003 Long Term Compensation Plan. 1,030 shares vested. 1,030 shares vest on each of 3/30/11, 3/30/12, 3/30/13 and 3/30/14.