TARGET CORP — Director's Dealing 2012

Jun 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2012-06-20

Reporting Person: GRIFFITH JOHN D (Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-20	Common Stock	S	15400.0000	$58.4683	Disposed	80009.0000	Direct
2012-06-20	Common Stock	I	7082.3642	$58.5000	Disposed	0.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-20	Deferred Compensation Units	$	I	12877.9663	Disposed		Common Stock (12877.9663)	Direct

Footnotes

F1: Price is the volume weighted average selling price of all sales by the reporting person on the transaction date within a one dollar range. Actual prices ranged from $58.45 - $58.495. The reporting person hereby undertakes to provide upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F2: Shares held in the Target Corporation 401(k) Plan as of June 20, 2012, subject to adjustment for earnings since the reporting person's last filing that have been reinvested in additional 401(k) Plan shares.

F3: Deferred compensation units are held under the Target Corporation Executive Deferred Compensation Plan (the "Plan"). Under the terms of the Plan, participants' deferred compensation balances are indexed to various crediting rate alternatives, as chosen by them. The units reported relate to the Target common stock crediting rate alternative, and each unit is the economic equivalent of one share of Target common stock. The value of such units increases or decreases daily in accordance with an equivalent investment in the Target Stock Fund in the corporation's 401(k) plan. Participants are generally free to transfer plan balances into other crediting rate alternatives at any time. The Plan balances represent unsecured general obligations of Target Corporation, and are payable solely in cash.

F4: Includes units acquired as a result of reinvested dividends since the reporting person's last filing that reported these deferred compensation units.