TARGET CORP — Director's Dealing 2018

Apr 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2018-04-03

Reporting Person: Mulligan John J (Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-03	Common Stock	M	76983.0000	$50.5100	Acquired	195906.0000	Direct
2018-04-03	Common Stock	M	29833.0000	$48.8800	Acquired	225739.0000	Direct
2018-04-03	Common Stock	M	11557.0000	$55.4600	Acquired	237296.0000	Direct
2018-04-03	Common Stock	S	118373.0000	$69.3689	Disposed	118923.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-03	Deferred Compensation Units	$	I	20598.8716	Disposed		Common Stock (20598.8716)	Direct
2018-04-03	Stock Option	$48.8800	M	29833.0000	Disposed	2022-01-11	Common Stock (29833.0000)	Direct
2018-04-03	Stock Option	$55.4600	M	11557.0000	Disposed	2021-01-12	Common Stock (11557.0000)	Direct
2018-04-03	Stock Option	$50.5100	M	76983.0000	Disposed	2022-01-24	Common Stock (76983.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8371.5160	Indirect

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 $69.04 to $69.58. 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 based on the plan statement as of March 31, 2018.

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: The transaction represents the reporting person's discretionary disposition of units of the Target common stock crediting rate alternative under the Plan referenced in footnote 2, and is the economic equivalent of the sale of the same number of shares of Target common stock.

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

F6: Option granted under the Target Corporation 2011 Long-Term Incentive Plan.

F7: Option granted on January 11, 2012. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.

F8: Option granted under the Target Corporation Long-Term Incentive Plan.

F9: Option granted on January 12, 2011. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.

F10: Option granted on January 24, 2012. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.