SEC Form 4 · accession 0000892712-18-000152
KOHLS Corp · KSS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin Mansell
Officer — Chairman, President, CEO · Director
Period of report
Mar 28, 2018
Accepted (ET)
Mar 30, 2018 · 4:06 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000885639
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 28, 2018 | A | 1,191 | — | A | 343,832 | D | |
| Common StockF2 | Mar 28, 2018 | F | 6,709 | $62.80 | D | 337,123 | D | |
| Common Stock | Mar 28, 2018 | M | 192,572 | $52.80 | A | 529,695 | D | |
| Common StockF5 | Mar 28, 2018 | F | 173,981 | $64.56 | D | 355,714 | D | |
| Common Stock | holding | — | — | — | 63,837 | I | By Trust | |
| Common StockF6 | holding | — | — | — | 298 | I | By family trust | |
| Common StockF7 | holding | — | — | — | 63,837 | I | By Trust for Benefit of Spouse | |
| Common StockF7 | holding | — | — | — | 4,116 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F8 | $52.80 | Mar 28, 2018 | M | 192,572 | D | Mar 28, 2012 | Mar 28, 2018 | Common Stock | 192,572 | 0 | D |
Explanation of responses
- F1Award of additional restricted stock in lieu of a $0.61 per share dividend issued by the Company on all Common Stock, which was payable March 28, 2018. These shares vest on the same schedule as the underlying restricted shares.
- F2Represents shares used to satisfy tax withholding obligation upon vesting of restricted stock under the Company's 2010 Long Term Compensation Plan.
- F3Represents shares acquired upon exercise of an option immediately prior to the expiration of the option pursuant to an automatic exercise feature.
- F4Represents shares withheld in payment of the exercise price and tax withholding obligation upon exercise of the option.
- F5Includes 141,819 unvested shares of restricted stock.
- F6Mr. 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.
- F7This 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 any other purpose.
- F8In accordance with SEC rules, this number reflects only those shares remaining from this particular grant. It does not include any other securities that may be held, such as shares from other stock option grants.