KOHLS Corp — Director's Dealing 2014

Apr 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KOHLS Corp (KSS)
CIK: 0000885639
Period of Report: 2014-03-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-28	Common Stock	F	5714	$56.50	Disposed	178814.38	Direct
2014-03-30	Common Stock	F	2990	$57.00	Disposed	175824.38	Direct
2014-03-31	Common Stock	A	131690	—	Acquired	307514.38	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	220492	Indirect
Common Stock	18789	Indirect
Common Stock	101281	Indirect
Common Stock	22778	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: Restricted shares issued to facilitate the transition to the Company's new Long-Term Incentive Plan ("LTIP"), in light of the 3-year cliff vesting schedule of the performance share units granted under the LTIP, as disclosed in the Company's 8-K filing dated January 13, 2014. These time-restricted shares vest in two equal annual installments on the first and second anniversaries of the Grant Date.

F3: Includes 247,281.38 unvested shares of restricted stock.

F4: 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.

F5: 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.