Sec Form 4 Filing - MANSELL KEVIN @ KOHLS Corp - 2012-05-12

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 MANSELL KEVIN 2. Issuer Name and Ticker or Trading Symbol KOHLS Corp [ KSS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, President, CEO (Last) (First) (Middle) N56 W17000 RIDGEWOOD DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/12/2012 (Street) MENOMONEE FALLS, WI53051-5660 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 05/12/2012 G V 1,500 D 296,276.32 D Common Stock 05/22/2012 M( 1 ) 12,672 A $ 17 308,948.32 D Common Stock 05/22/2012 S( 1 ) 12,672 D $ 49 296,276.32 D Common Stock 05/23/2012 M( 1 ) 95,980 A $ 17 392,256.32 D Common Stock 05/23/2012 S( 1 ) 95,980 D $ 49 296,276.32 D Common Stock 05/24/2012 M( 1 ) 31,348 A $ 17 327,624.32 D Common Stock 05/24/2012 S( 1 ) 31,348 D $ 49.67 ( 3 ) 296,276.32 ( 4 ) D Common Stock 138,000 I By family trust ( 5 ) Common Stock 50,636 I By Trust Common Stock 50,636 I By Trust for Benefit of Spouse ( 6 ) Common Stock 11,789 I By Spouse ( 6 ) Common Stock 4,628 I By children ( 7 )

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) $ 17 05/22/2012 M( 1 ) 12,672 01/13/1999 01/13/2013 Common Stock 12,672 $ 0 127,328 ( 8 ) D Employee Stock Option (Right to Buy) $ 17 05/23/2012 M( 1 ) 95,980 01/13/1999 01/13/2013 Common Stock 95,980 $ 0 31,348 ( 8 ) D Employee Stock Option (Right to Buy) $ 17 05/24/2012 M( 1 ) 31,348 01/13/1999 01/13/2013 Common Stock 31,348 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MANSELL KEVIN N56 W17000 RIDGEWOOD DRIVE MENOMONEE FALLS, WI53051-5660 X Chairman, President, CEO Signatures (By: Richard D. Schepp P.O.A.) 05/24/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported were effected pursuant to a 10b5-1 pre-planned trading plan. The options exercised were granted to the reporting person in 1998 and were schedules to expire in January 2013. ( 2 )This transaction is a gift,therefore price is not applicable. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.09 - $49.87, inclusive. ( 4 )Includes 194,659.32 unvested restricted shares. ( 5 )Mr. Mansell is not the trustee or beneficiary of the family trust. He disclaims ownership of the trust's shares for purposes of Section 16 of the Exchange Act and, accordingly, disclaims any obligation to report its transactions. ( 6 )This report should not be deemed an admission that the reporting person is the beneficial owner of his spouse's shares for purposes of Section 16 or a ny other purpose. ( 7 )This report should not be deemed an admission that the reporting person is the beneficial owner of his children's shares for purposes of Section 16 or any other purpose. ( 8 )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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