KOHLS Corp — Director's Dealing 2018

Mar 30, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KOHLS Corp (KSS)
CIK: 0000885639
Period of Report: 2018-03-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-28	Common Stock	A	1191	—	Acquired	343832	Direct
2018-03-28	Common Stock	F	6709	$62.80	Disposed	337123	Direct
2018-03-28	Common Stock	M	192572	$52.80	Acquired	529695	Direct
2018-03-28	Common Stock	F	173981	$64.56	Disposed	355714	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-28	Stock Option (Right to Buy)	$52.80	M	192572	Disposed	2018-03-28	Common Stock (192572)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	63837	Indirect
Common Stock	298	Indirect
Common Stock	63837	Indirect
Common Stock	4116	Indirect

Footnotes

F1: Award of additional restricted stock in lieu of a $0.61 per share dividend issued by the Company on all Common Stock, which was payable March 28, 2018. These shares vest on the same schedule as the underlying restricted shares.

F2: Represents shares used to satisfy tax withholding obligation upon vesting of restricted stock under the Company's 2010 Long Term Compensation Plan.

F3: Represents shares acquired upon exercise of an option immediately prior to the expiration of the option pursuant to an automatic exercise feature.

F4: Represents shares withheld in payment of the exercise price and tax withholding obligation upon exercise of the option.

F5: Includes 141,819 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.

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