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Form 3 TARGET CORP For: Jun 05 Filed by: Goldberger Jason

June 6, 2016 5:13 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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 *
Goldberger Jason

(Last) (First) (Middle)
1000 NICOLLET MALL

(Street)
MINNEAPOLIS MN 55403

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/05/2016
3. Issuer Name and Ticker or Trading Symbol
TARGET CORP [ TGT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 13,522
D
 
Common Stock 336.6119 (1)
I
By 401(k) Plan
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Compensation Units (2)   (2)   (2) Common Stock 86.9662 (2) D  
Stock Option (3)   (4) 02/11/2023 Common Stock 13,478 62.39 D  
Stock Option (3)   (5) 08/12/2023 Common Stock 4,441 70.71 D  
Explanation of Responses:
1. Shares held in the Target Corporation 401(k) Plan based on the plan statement as of June 5, 2016.
2. 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.
3. Option granted under the Target Corporation 2011 Long-Term Incentive Plan.
4. Option granted on February 11, 2013. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.
5. Option granted on August 12, 2013. Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.
Remarks:
goldbergerpoa.txt
Andrew J. Neuharth, Attorney-In-Fact 06/06/2016
** 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.
TARGET CORPORATION

Power of Attorney
of Director and/or Officer

The undersigned director and/or officer of TARGET CORPORATION,
a Minnesota corporation (the Corporation), does hereby make,
constitute and appoint BRIAN C. CORNELL, CATHERINE R. SMITH,
TIMOTHY R. BAER, DAVID L. DONLIN and ANDREW J. NEUHARTH, and
each or any one of them, the undersigneds true and lawful
attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigneds name, place and stead, to
sign and affix the undersigneds name as director and/or officer
of the Corporation to (1) a Form 10-K, Annual Report, or other
applicable form, pursuant to the Securities Exchange Act of 1934,
as amended (the 1934 Act), including any and all exhibits, schedules,
supplements, certifications and supporting documents thereto,
including, but not limited to, the Form 11-K Annual Reports of
the Corporations 401(k) Plan and similar plans pursuant to the
1934 Act, and all amendments, supplementations and corrections
thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the SEC), as required in connection with
its registration under the 1934 Act; (2) one or more Forms 3, 4
or 5 pursuant to the 1934 Act, or Forms 144 pursuant to the
Securities Act of 1933, as amended (the 1933 Act), and all
related documents, amendments, supplementations and corrections
thereto; and (3) one or more Registration Statements, on Form S-3,
Form S-8, or other applicable forms, and all amendments, including
post-effective amendments, thereto, to be filed by the Corporation
with the SEC in connection with the registration under the 1933 Act,
as amended, of debt, equity and other securities of the Corporation,
and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.

The undersigned also grants to said attorneys-in-fact, and each of
them, full power and authority to do and perform any and all acts
necessary or incidental to the performance and execution of the
powers herein expressly granted.  This Power of Attorney shall
remain in effect until revoked in writing by the undersigned.

The undersigned has executed this Power of Attorney as of this 24th
day of May, 2016.


/s/ Jason Goldberger
Jason Goldberger



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