SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FIDDELKE MICHAEL J

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

(Street)
MINNEAPOLIS MN 55403

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TARGET CORP [ TGT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/09/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/09/2022 A(1) 4,157 A $0.0000 36,802(2) D
Common Stock 03/09/2022 A(3) 813 A $0.0000 37,615 D
Common Stock 03/09/2022 F(4) 622 D $215.93 36,993 D
Common Stock 03/10/2022 F(4) 5 D $212.78 37,048(2) D
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. Award of performance-based restricted stock units pursuant to the Target Corporation 2020 Long-Term Incentive Plan. Amount reported represents the minimum number of shares that will be delivered upon satisfaction of vesting conditions. Award vests three years after the grant date.
2. Includes dividend equivalents paid on restricted stock units and performance-based restricted stock units since the date of the reporting person's last filing through the date of the reported transaction that have been reinvested in additional restricted stock units and performance-based restricted stock units.
3. Acquired pursuant to the settlement of performance-based restricted stock unit award granted under the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan, including dividend equivalents paid on such shares since the grant date. The award was previously reported by the reporting person on November 5, 2019.
4. Withholding of stock to satisfy tax withholding obligation on vesting of performance-based restricted stock unit award referenced in footnote (3).
Remarks:
fiddelke2022poa.txt
Andrew J. Neuharth, Attorney-In-Fact 03/11/2022
** 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).
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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, DON H. LIU, DAVID L. DONLIN, ANDREW J. NEUHARTH, JAYNA M. PAQUIN,
MINETTE M. LOULA and MARY B. STANLEY, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
  the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's 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
Corporation's 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 the date indicated
below.



Signed:  /s/ Michael J. Fiddelke

Date:  January 26, 2022

Print Name:  Michael J. Fiddelke