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KOHLS Corp Director's Dealing 2014

Apr 1, 2014

31809_dirs_2014-04-01_6c1108e5-6975-48fd-bfb8-469ba009893f.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: 2014-03-28

Reporting Person: SCHEPP RICHARD D (Sr. EVP HR Gen. Couns. Sec.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-03-28 Common Stock F 916 $56.50 Disposed 133315.95 Direct
2014-03-29 Common Stock F 872 $57.00 Disposed 132443.95 Direct
2014-03-30 Common Stock F 1484 $57.00 Disposed 130959.95 Direct
2014-03-31 Common Stock A 19542 Acquired 150501.95 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1848 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 126,349.95 unvested shares of restricted stock.