Sec Form 4 Filing - Worthington John M @ KOHLS Corp - 2012-05-16

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Worthington John M 2. Issuer Name and Ticker or Trading Symbol KOHLS Corp [ KSS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Administrative Officer (Last) (First) (Middle) N56 W17000 RIDGEWOOD DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/16/2012 (Street) MENOMONEE FALLS, WI53051 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/16/2012 M 12,125 A $ 42.89 169,438.47 D Common Stock 05/16/2012 S 12,125 D $ 46.9428 ( 1 ) 157,313.47 D Common Stock 05/16/2012 M 9,700 A $ 41.63 167,013.47 D Common Stock 05/16/2012 S 9,700 D $ 47.0151 ( 1 ) 157,313.47 D Common Stock 05/16/2012 M 4,000 A $ 41.63 161,313.47 D Common Stock 05/16/2012 S 4,000 D $ 46.997 ( 1 ) 157,313.47 D Common Stock 05/16/2012 S 18,063 D $ 46.9806 ( 1 ) 139,250.47 ( 2 ) D Common Stock 1,735 I Held in Reporting Person's 401(k) account as of May 18, 2012 Common Stock 273 I Held in Reporting Person's Employee Stock Ownership Plan account as of May 18, 2012

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Employee Stock Option (Right to Buy) $ 42.89 05/16/2012 M 12,125 03/31/2009 03/31/2015 Common Stock 12,125 $ 0 0 ( 3 ) D Employee Stock Option (Right to Buy) $ 41.63 05/16/2012 M 9,700 03/30/2010 03/30/2016 Common Stock 9,700 $ 0 19,400 ( 3 ) D Employee Stock Option (Right to Buy) $ 41.63 05/16/2012 M 4,000 03/30/2010 03/30/2016 Common Stock 4,000 $ 0 8,000 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Worthington John M N56 W17000 RIDGEWOOD DRIVE MENOMONEE FALLS, WI53051 Chief Administrative Officer Signatures (Richard D. Schepp P.O.A.) 05/18/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.772 to $47.27, inclusive. ( 2 )Includes 139,250.47 unvested shares of restricted stock. In accordance with SEC rules, this number does not include other forms of securities held, such as vested stock options. ( 3 )In accordance with SEC rules, this number reflects only those shares remaining from this particular option grant. Does not include any other securities that may be held, such as shares from other stock option grants.

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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