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KOHLS Corp Director's Dealing 2014

May 27, 2014

31809_dirs_2014-05-27_b55e2e53-d99e-401e-b3ac-b70235844fd6.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KOHLS Corp (KSS)
CIK: 0000885639
Period of Report: 2014-05-22

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-05-22 Common Stock M 60671 $35.50 Acquired 368185.38 Direct
2014-05-22 Common Stock S 60671 $53.09 Disposed 307514.38 Direct
2014-05-27 Common Stock M 29652 $35.50 Acquired 337166.38 Direct
2014-05-27 Common Stock S 29652 $53.38 Disposed 307514.38 Direct
2014-05-27 Common Stock M 9677 $35.50 Acquired 317191.38 Direct
2014-05-27 Common Stock S 9677 $54.14 Disposed 307514.38 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-05-22 Employee Stock Option (Right to Buy) $35.50 M 60671 Disposed 2015-01-27 Common Stock (60671) Direct
2014-05-27 Employee Stock Option (Right to Buy) $35.50 M 39329 Disposed 2015-01-27 Common Stock (39329) 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: The options exercised were granted to the reporting person in 2000 and were scheduled to expire at the end of their 15 year term in January, 2015.

F2: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.00-$53.38, inclusive.

F3: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.00-$53.97, inclusive.

F4: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.00-$54.29, inclusive.

F5: Includes 247,281.38 unvested shares of restricted stock.

F6: 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.

F7: 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.