SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Casey L. Carl

(Last)

(First)

(Middle)

1000 NICOLLET MALL

(Street)

MINNEAPOLIS

55403

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2014

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,667	D
Common Stock	2,530.5733⁽¹⁾	I	By 401(k) Plan
Common Stock	9,745	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option⁽²⁾	⁽³⁾	08/10/2019	Common Stock	595	$42.05	D
Stock Option⁽⁴⁾	⁽⁵⁾	08/15/2021	Common Stock	2,272	$48.31	D
Stock Option⁽⁴⁾	⁽⁶⁾	01/11/2022	Common Stock	14,917	$48.88	D
Stock Option⁽²⁾	⁽⁷⁾	01/13/2020	Common Stock	1,952	$49.41	D
Stock Option⁽²⁾	⁽⁸⁾	08/09/2020	Common Stock	1,184	$53.36	D
Stock Option⁽²⁾	⁽⁹⁾	01/31/2021	Common Stock	1,303	$54.66	D
Stock Option⁽²⁾	⁽¹⁰⁾	01/12/2021	Common Stock	2,569	$55.46	D
Stock Option⁽⁴⁾	⁽¹¹⁾	01/09/2023	Common Stock	27,804	$60.48	D
Stock Option⁽⁴⁾	⁽¹²⁾	08/13/2022	Common Stock	8,977	$62.44	D

Explanation of Responses:

1. Shares held in the Target Corporation 401(k) Plan based on the plan statement as of December 14, 2014.

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

3. Option granted on August 10, 2009. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.

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

5. Option granted on August 15, 2011. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.

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

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

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

9. Option granted on January 31, 2011. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.

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

11. Option granted on January 9, 2013. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.

12. Option granted on August 13, 2012. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.

Remarks:

carlpoa.txt

	Andrew J. Neuharth, Attorney-In-Fact	12/22/2014
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.