SEC Form 3

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* HENNINGTON CHRISTINA (Last) (First) (Middle) 1000 NICOLLET MALL (Street) MINNEAPOLIS MN 55403 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/15/2020	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	15,680	D
Common Stock	404.6711(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	84.0883	(2)	D
Stock Option(3)	04/17/2020(4)	04/17/2024	Common Stock	36,819	$55.6	D

Explanation of Responses:

1. Shares held in the Target Corporation 401(k) Plan based on the plan statement as of January 15, 2020.

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. An award of price-vested stock options under the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan.

4. In addition, the price-vested stock options will become exercisable only if the closing price of Target's stock exceeds a hurdle of $75 for 20 consecutive trading days within the seven-year term.

Remarks:

henningtonpoa.txt

	David L. Donlin, Attorney-In-Fact	01/23/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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