FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Mulligan John J
2. Issuer Name and Ticker or Trading Symbol

TARGET CORP [ TGT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Officer
(Last)          (First)          (Middle)

1000 NICOLLET MALL
3. Date of Earliest Transaction (MM/DD/YYYY)

4/3/2018
(Street)

MINNEAPOLIS, MN 55403
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/3/2018     M    76983.0000   A $50.5100   195906.0000   D    
Common Stock   4/3/2018     M    29833.0000   A $48.8800   225739.0000   D    
Common Stock   4/3/2018     M    11557.0000   A $55.4600   237296.0000   D    
Common Stock   4/3/2018     S    118373.0000   D $69.3689   (1) 118923.0000   D    
Common Stock                  8371.5160   (2) I   By 401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Deferred Compensation Units   (3)   (3) 4/3/2018     I   (4)       20598.8716   (4)     (3)   (3) Common Stock   20598.8716   (5) $69.5300   0.0000   D    
Stock Option   (6) $48.8800   4/3/2018     M         29833.0000      (7) 1/11/2022   Common Stock   29833.0000   $0.0000   0.0000   D    
Stock Option   (8) $55.4600   4/3/2018     M         11557.0000      (9) 1/12/2021   Common Stock   11557.0000   $0.0000   0.0000   D    
Stock Option   (6) $50.5100   4/3/2018     M         76983.0000      (10) 1/24/2022   Common Stock   76983.0000   $0.0000   0.0000   D    

Explanation of Responses:
(1)  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.
(2)  Shares held in the Target Corporation 401(k) Plan based on the plan statement as of March 31, 2018.
(3)  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.
(4)  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.
(5)  Includes units acquired as a result of reinvested dividends since the reporting person's last filing that reported these deferred compensation units.
(6)  Option granted under the Target Corporation 2011 Long-Term Incentive Plan.
(7)  Option granted on January 11, 2012. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.
(8)  Option granted under the Target Corporation Long-Term Incentive Plan.
(9)  Option granted on January 12, 2011. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.
(10)  Option granted on January 24, 2012. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mulligan John J
1000 NICOLLET MALL
MINNEAPOLIS, MN 55403


Executive Officer

Signatures
Andrew J. Neuharth, Attorney-In-Fact 4/4/2018
** 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 control number.
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