KOHLS Corp — Director's Dealing 2012

Mar 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KOHLS Corp (KSS)
CIK: 0000885639
Period of Report: 2012-03-26

Reporting Person: SCHEPP RICHARD D (Sr. Exec. VP Gen. Couns. Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-26	Common Stock	A	10314	—	Acquired	112485.99	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-26	Employee Stock Options	$48.48	A	42840	Acquired	2019-03-26	Common Stock (42840)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1346	Indirect

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 2012 or 2013 fiscal years.

F2: Includes 100,301.99 unvested shares of restricted stock.

F3: Exercisable in five equal annual installments on the first through fifth anniversaries of the Grant Date.