KOHLS Corp — Director's Dealing 2013

Apr 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KOHLS Corp (KSS)
CIK: 0000885639
Period of Report: 2013-03-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-30	Common Stock	F	1446	$46.13	Disposed	107909.8	Direct
2013-04-01	Common Stock	A	5490	—	Acquired	113399.8	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-01	Employee Stock Options	$45.54	A	25601	Acquired	2020-04-01	Common Stock (25601)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1588	Indirect

Footnotes

F1: Represents shares used to satisfy tax withholding obligation upon vesting of restricted stock under the Company's Long-Term Compensation Plans.

F2: 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 achieving an adjusted net income of $900M or more in either of the Company's 2013 or 2014 fiscal years.

F3: Includes 87,699.8 unvested shares of restricted stock.

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