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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KOHLS Corp [ KSS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/01/2011 | A | 56,306 | A | (1) | 94,290 | D | |||
Common Stock | 03/01/2001 | J | 11,262 | D | (2)(3) | 83,028 | D | |||
Common Stock | 03/01/2001 | J | 830 | D | (2)(4) | 82,198 | D | |||
Common Stock | 03/01/2001 | J | 755 | D | (2)(5) | 81,443 | D | |||
Common Stock | 03/01/2001 | J | 7,245 | D | (2)(6) | 74,198 | D | |||
Common Stock | 03/01/2001 | J | 1,373 | D | (2)(7) | 72,845 | D | |||
Common Stock | 03/01/2001 | J | 6,764 | D | (2)(8) | 66,061 | D | |||
Common Stock | 03/01/2001 | J | 2,026 | D | (2) | 64,035(9) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Employee Stock Option (Right to Buy) | $50 | 03/01/2011 | J | 33,975 | (10) | 10/04/2019 | Common Stock | 33,975 | (2) | 33,975 | D | ||||
Employee Stock Option (Right to Buy) | $46.2 | 03/01/2011 | J | 9,000 | (11) | 02/23/2020 | Common Stock | 9,000 | (2) | 9,000 | D | ||||
Employee Stock Option (Right to Buy) | $51.81 | 03/01/2011 | J | 13,775 | (12) | 03/27/2013 | Common Stock | 13,775 | (2) | 13,775 | D | ||||
Employee Stock Option (Right to Buy) | $75.95 | 03/01/2011 | J | 9,955 | (13) | 03/26/2014 | Common Stock | 9,955 | (2) | 9,955 | D | ||||
Employee Stock Option (Right to Buy) | $42.89 | 03/01/2011 | J | 4,533 | (14) | 03/31/2015 | Common Stock | 4,533 | (2) | 4,533 | D | ||||
Employee Stock Option (Right to Buy) | $41.63 | 03/01/2011 | J | 5,150 | (15) | 03/30/2016 | Common Stock | 5,150 | (2) | 5,150 | D |
Explanation of Responses: |
1. Award of restricted stock under Company's 2010 Long-Term Compensation Plan. The restricted shares vest in five equal annual installments on the first through fifth anniversaries of 3/1/11. Vesting is contingent upon the Company achieving net income of at least $1,000,000,000 in either fiscal year 2011 or fiscal year 2012. |
2. Transferred to ex-spouse pursuant to Qualified Domestic Relations Order. |
3. Shares are restricted stock under Company's 2010 Long-Term Compensation Plan. The restricted shares vest in five equal annual installments on the first through fifth anniversaries of 3/1/11. Vesting is contingent upon the Company achieving net income of at least $1,000,000,000 in either fiscal year 2011 or fiscal year 2012. |
4. Shares are restricted stock under Company's 2003 Long Term Compensation Plan. The restricted shares vest on 3/26/11. |
5. Shares are restricted stock under Company's 2003 Long Term Compensation Plan. 377 shares vest on 3/31/11 and 378 vest on 3/31/12. |
6. Shares are restricted stock under Company's 2003 Long Term Compensation Plan. 1,811 shares vest on 3/30/11, 3/30/12 and 3/30/13, 1,812 vest on 3/30/14. |
7. Shares are restricted stock under Company's 2003 Long Term Compensation Plan. 343 shares vest on 3/30/11, 344 shares vest on 3/30/12 and 343 shares vest on each of 3/30/13 and 3/30/14. |
8. Shares are restricted stock under Company's 2003 Long Term Compensation Plan. 1,353 shares vest on each of 3/29/11 and 3/29/12. 1,352 shares vest on 3/29/13 and 1,353 shares vest on each of 3/29/14 and 3/29/15. |
9. Includes 62,008 unvested shares of restricted stock. |
10. Stock options granted pursuant to the Company's 2003 Long Term Compensation Plan. 28,617 shares vested. 5,358 shares vest on 10/04/11. |
11. Fully vested stock options granted pursuant to the Company's 2003 Long Term Compensation Plan. |
12. Fully vested stock options granted pursuant to the Company's 2003 Long Term Compensation Plan. |
13. Stock options granted pursuant to the Company's 2003 Long Term Compensation Plan. 7,466 shares vested. 2,489 shares vest on 3/26/11. |
14. Stock options granted pursuant to the Company's 2003 Long Term Compensation Plan. 2,267 shares vested. 1,133 shares vest on each of 3/31/11 and 3/31/12. |
15. Stock options granted pursuant to the Company's 2003 Long Term Compensation Plan. 1,030 shares vested. 1,030 shares vest on each of 3/30/11, 3/30/12, 3/30/13 and 3/30/14. |
Remarks: |
Richard D. Schepp (pursuant to Power of Attorney previously filed) | 03/03/2011 | |
** 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). | ||
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. |