KOHLS Corp — Director's Dealing 2012

May 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KOHLS Corp (KSS)
CIK: 0000885639
Period of Report: 2012-05-12

Reporting Person: MANSELL KEVIN (Director, Chairman, President, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-12	Common Stock	G	1500	—	Disposed	296276.32	Direct
2012-05-22	Common Stock	M	12672	$17.00	Acquired	308948.32	Direct
2012-05-22	Common Stock	S	12672	$49.00	Disposed	296276.32	Direct
2012-05-23	Common Stock	M	95980	$17.00	Acquired	392256.32	Direct
2012-05-23	Common Stock	S	95980	$49.00	Disposed	296276.32	Direct
2012-05-24	Common Stock	M	31348	$17.00	Acquired	327624.32	Direct
2012-05-24	Common Stock	S	31348	$49.67	Disposed	296276.32	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-22	Employee Stock Option (Right to Buy)	$17.00	M	12672	Disposed	2013-01-13	Common Stock (12672)	Direct
2012-05-23	Employee Stock Option (Right to Buy)	$17.00	M	95980	Disposed	2013-01-13	Common Stock (95980)	Direct
2012-05-24	Employee Stock Option (Right to Buy)	$17.00	M	31348	Disposed	2013-01-13	Common Stock (31348)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	138000	Indirect
Common Stock	50636	Indirect
Common Stock	50636	Indirect
Common Stock	11789	Indirect
Common Stock	4628	Indirect

Footnotes

F1: The sales reported were effected pursuant to a 10b5-1 pre-planned trading plan. The options exercised were granted to the reporting person in 1998 and were schedules to expire in January 2013.

F2: This transaction is a gift,therefore price is not applicable.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.09 - $49.87, inclusive.

F4: Includes 194,659.32 unvested restricted shares.

F5: Mr. Mansell is not the trustee or beneficiary of the family trust. He disclaims ownership of the trust's shares for purposes of Section 16 of the Exchange Act and, accordingly, disclaims any obligation to report its transactions.

F6: This report should not be deemed an admission that the reporting person is the beneficial owner of his spouse's shares for purposes of Section 16 or any other purpose.

F7: This report should not be deemed an admission that the reporting person is the beneficial owner of his children's shares for purposes of Section 16 or any other purpose.

F8: In accordance with SEC rules, this number reflects only those shares remaining from this particular option grant. Does not include any other securities that may be held, such as shares from other stock option grants.