TARGET CORP — Director's Dealing 2014

Dec 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2014-12-02

Reporting Person: Schiel Tina M (Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-02	Common Stock	M	15483.0000	$58.1300	Acquired	56136.0000	Direct
2014-12-02	Common Stock	M	14821.0000	$53.9800	Acquired	70957.0000	Direct
2014-12-02	Common Stock	M	12000.0000	$48.8800	Acquired	82957.0000	Direct
2014-12-02	Common Stock	M	6379.0000	$54.8700	Acquired	89336.0000	Direct
2014-12-02	Common Stock	M	4260.0000	$53.3600	Acquired	93596.0000	Direct
2014-12-02	Common Stock	M	3903.0000	$49.4100	Acquired	97499.0000	Direct
2014-12-02	Common Stock	M	2822.0000	$53.1700	Acquired	100321.0000	Direct
2014-12-02	Common Stock	S	59668.0000	$72.8196	Disposed	40653.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-02	Stock Option	$58.1300	M	15483.0000	Disposed	2017-01-10	Common Stock (15483.0000)	Direct
2014-12-02	Stock Option	$53.9800	M	14821.0000	Disposed	2016-01-11	Common Stock (14821.0000)	Direct
2014-12-02	Stock Option	$48.8800	M	12000.0000	Disposed	2022-01-11	Common Stock (12000.0000)	Direct
2014-12-02	Stock Option	$49.4100	M	3903.0000	Disposed	2020-01-13	Common Stock (3903.0000)	Direct
2014-12-02	Stock Option	$53.3600	M	4260.0000	Disposed	2020-08-09	Common Stock (4260.0000)	Direct
2014-12-02	Stock Option	$53.1700	M	2822.0000	Disposed	2015-09-01	Common Stock (2822.0000)	Direct
2014-12-02	Stock Option	$54.8700	M	6379.0000	Disposed	2018-09-02	Common Stock (6379.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8312.5181	Indirect

Footnotes

F1: Includes dividend equivalents paid on restricted stock units, deferred performance share units, and performance-based restricted stock units, since the date of the reporting person's last filing through the date of the reported transaction that have been reinvested in additional restricted stock units, deferred performance share units, and performance-based restricted stock units.

F2: 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 $72.78 to $72.905. 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.

F3: Shares held in the Target Corporation 401(k) Plan based on the plan statement as of September 30, 2014.

F4: Option granted under the Target Corporation Long-Term Incentive Plan.

F5: Option granted on January 10, 2007. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.

F6: Option granted on January 11, 2006. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.

F7: Option granted under the Target Corporation 2011 Long-Term Incentive Plan.

F8: Option granted on January 11, 2012. Option becomes exercisable in 25% increments on each anniversary of the grant date.

F9: Option granted on January 13, 2010. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.

F10: Option granted on August 9, 2010. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.

F11: Option granted on September 1, 2005. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.

F12: Option granted on September 2, 2008. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.