Cornell Brian C Form 4 TARGET / Brian C Cornell ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cornell Brian C

(Last) (First) (Middle)

1000 NICOLLET MALL

(Street)

MINNEAPOLIS MN 55403

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TARGET CORP [ TGT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/20/2018		G(1)	V	107,420	D	$0.0000	94,155(2)	D
Common Stock	03/12/2019		A(3)		9,205	A	$0.0000	106,509(2)	D
Common Stock	03/12/2019		F(4)		14,835	D	$76.14	91,674	D
Common Stock	03/13/2019		A(5)		41,328	A	$0.0000	133,002	D
Common Stock	04/20/2018		G(1)	V	107,420	A	$0.0000	235,454	I	By Trust
Common Stock								407.5182(6)	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares gifted by the reporting person on April 20, 2018, were gifted 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.

2. 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.

3. Acquired pursuant to the settlement of performance-based restricted stock unit award granted under Target's 2011 Long-Term Incentive Plan, including dividend equivalents paid on such shares since the grant date. The award was previously reported by the reporting person on January 15, 2016.

4. Withholding of stock to satisfy tax withholding obligation on vesting of performance-based restricted stock unit award referenced in footnote (3).

5. Award of performance-based restricted stock units pursuant to the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan. Amount reported represents the minimum number of shares that will be delivered upon satisfaction of vesting conditions. Award vests three years after the grant date.

6. Shares held in the Target Corporation 401(k) Plan based on the plan statement as of December 31, 2018.

Remarks:

cornellpoa.txt

	Andrew J. Neuharth, Attorney-In-Fact	03/14/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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