Statement of Changes in Beneficial Ownership (4)
August 24 2020 - 1:29PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Cornell Brian C |
2. Issuer Name and Ticker or Trading Symbol
TARGET CORP
[
TGT
]
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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 |
(Last)
(First)
(Middle)
1000 NICOLLET MALL |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/20/2020 |
(Street)
MINNEAPOLIS, MN 55403
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/18/2020 | | G(1) |
V
| 89091.0000 | D | $0.0000 | 119411.0000 (2) | D | |
Common Stock | 6/26/2020 | | G(3) |
V
| 100000.0000 | A | $0.0000 | 220064.0000 | D | |
Common Stock | 8/20/2020 | | M(4) | | 294551.0000 | A | $55.6000 | 514615.0000 | D | |
Common Stock | 8/20/2020 | | S(5) | | 1400.0000 | D | $155.8790 (6) | 513215.0000 | D | |
Common Stock | 8/20/2020 | | S(5) | | 7400.0000 | D | $155.1437 (7) | 505815.0000 | D | |
Common Stock | 8/20/2020 | | S(5) | | 11801.0000 | D | $154.1944 (8) | 494014.0000 | D | |
Common Stock | 8/20/2020 | | S(5) | | 26229.0000 | D | $153.2283 (9) | 467785.0000 | D | |
Common Stock | 8/20/2020 | | S(5) | | 53170.0000 | D | $152.4609 (10) | 414615.0000 | D | |
Common Stock | 8/20/2020 | | F(4) | | 191820.0000 | D | $154.9300 | 222795.0000 | D | |
Common Stock | 5/18/2020 | | G(1) |
V
| 89091.0000 | A | $0.0000 | 284085.0000 | I | By Trust |
Common Stock | 5/27/2020 | | G |
V
| 1630.0000 | D | $0.0000 | 282455.0000 | I | By Trust |
Common Stock | 6/26/2020 | | G(3) |
V
| 100000.0000 | D | $0.0000 | 182455.0000 | I | By Trust |
Common Stock | | | | | | | | 422.7069 (11) | I | By 401(k) Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Stock Option (12) | $55.6000 | 8/20/2020 | | M | | | 294551.0000 | 4/17/2020 (12) | 4/17/2024 (12) | Common Stock | 294551.0000 | $0.0000 | 0.0000 | D | |
Explanation of Responses: |
(1) | 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. |
(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) | 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. |
(4) | 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. |
(5) | The reported transaction was effected pursuant to a Rule 10b5-1 trading plan previously entered into by the reporting person on June 19, 2020. |
(6) | 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. |
(7) | 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. |
(8) | 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. |
(9) | 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. |
(10) | 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. |
(11) | Shares held in the Target Corporation 401(k) Plan based on the plan statement as of June 30, 2020. |
(12) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cornell Brian C 1000 NICOLLET MALL MINNEAPOLIS, MN 55403 | X |
| Executive Officer |
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Signatures
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Andrew J. Neuharth, Attorney-In-Fact | | 8/21/2020 |
**Signature of Reporting Person | Date |
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