TARGET CORP — Director's Dealing 2020

Aug 24, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2020-08-20

Reporting Person: Cornell Brian C (Director, Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-18	Common Stock	G	89091.0000	$0.0000	Disposed	119411.0000	Direct
2020-06-26	Common Stock	G	100000.0000	$0.0000	Acquired	220064.0000	Direct
2020-08-20	Common Stock	M	294551.0000	$55.6000	Acquired	514615.0000	Direct
2020-08-20	Common Stock	S	1400.0000	$155.8790	Disposed	513215.0000	Direct
2020-08-20	Common Stock	S	7400.0000	$155.1437	Disposed	505815.0000	Direct
2020-08-20	Common Stock	S	11801.0000	$154.1944	Disposed	494014.0000	Direct
2020-08-20	Common Stock	S	26229.0000	$153.2283	Disposed	467785.0000	Direct
2020-08-20	Common Stock	S	53170.0000	$152.4609	Disposed	414615.0000	Direct
2020-08-20	Common Stock	F	191820.0000	$154.9300	Disposed	222795.0000	Direct
2020-05-18	Common Stock	G	89091.0000	$0.0000	Acquired	284085.0000	Indirect
2020-05-27	Common Stock	G	1630.0000	$0.0000	Disposed	282455.0000	Indirect
2020-06-26	Common Stock	G	100000.0000	$0.0000	Disposed	182455.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-20	Stock Option	$55.6000	M	294551.0000	Disposed	2024-04-17	Common Stock (294551.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	422.7069	Indirect

Footnotes

F1: Reflects the gift of shares to a revocable living trust, of which the reporting person and his spouse are trustees, for the benefit of the reporting person, his spouse and their children.

F2: Includes dividend equivalents paid on 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 performance-based restricted stock units.

F3: Reflects the transfer of shares to the reporting person from a revocable living trust, of which the reporting person and his spouse are trustees, for the benefit of the reporting person, his spouse and their children.

F4: The shares received upon exercise of the price-vested stock options, net of exercise costs and taxes, are subject to a one-year post-exercise holding period. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan previously entered into by the reporting person on June 24, 2020.

F5: The reported transaction was effected pursuant to a Rule 10b5-1 trading plan previously entered into by the reporting person on June 19, 2020.

F6: 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 $155.80 to $156.07. 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.

F7: 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 $154.80 to $155.73. 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.

F8: 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 $153.80 to $154.79. 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.

F9: 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 $152.79 to $153.78. 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.

F10: 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 $151.79 to $152.78. 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.

F11: Shares held in the Target Corporation 401(k) Plan based on the plan statement as of June 30, 2020.

F12: An award of price-vested stock options under the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan, previously reported by the reporting person on May 24, 2017. This report corrects the "Date Exercisable" and "Expiration Date" which were inadvertently listed as 5/22/2020 and 5/22/2024, respectively, in that previous report.