TARGET CORP — Director's Dealing 2013

Dec 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2013-12-04

Reporting Person: STEINHAFEL GREGG W (Director, Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-29	Common Stock	G	60747.0000	$0.0000	Disposed	208679.0000	Direct
2013-05-30	Common Stock	G	58203.0000	$0.0000	Disposed	150476.0000	Direct
2013-05-29	Common Stock	G	60747.0000	$0.0000	Acquired	302898.0000	Indirect
2013-05-30	Common Stock	G	58203.0000	$0.0000	Acquired	361101.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-04	Deferred Compensation Units	$	I	162250.0934	Acquired		Common Stock (162250.0934)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	89271.5452	Indirect
Common Stock	39750.0000	Indirect

Footnotes

F1: The reporting person transferred these shares to a family limited partnership of which the reporting person and his wife are the only general partners. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F2: Includes dividend equivalents paid on restricted stock units since the date of the reporting person's last filing through the date of this report that have been reinvested in additional restricted stock units.

F3: Shares held in the Target Corporation 401(k) Plan based on the plan statement as of September 30, 2013.

F4: 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.

F5: Includes units acquired as a result of reinvested dividends since the reporting person's last filing that reported these deferred compensation units.