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KROGER CO — Director's Dealing 2012
May 8, 2012
30047_dirs_2012-05-08_a405fb06-eae2-40a0-a745-e1b71f25b7ee.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2012-05-04
Reporting Person: Burt Jeffrey D (Group Vice President)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2012-05-04 | Common Stock | M | 8942 | $22.995 | Acquired | 34105.6519 | Direct |
| 2012-05-04 | Common Stock | S | 8942 | $23.20 | Disposed | 25163.6519 | Direct |
| 2012-05-07 | Common Stock | M | 58 | $22.995 | Acquired | 25221.6519 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2012-05-04 | Non-Qualified Performance Stock Option | $22.995 | M | 4471 | Disposed | Common Stock (4471) | Direct | |
| 2012-05-07 | Non-Qualified Performance Stock Option | $22.995 | M | 29 | Disposed | Common Stock (29) | Direct | |
| 2012-05-04 | Non-Qualified Stock Option | $22.995 | M | 4471 | Disposed | Common Stock (4471) | Direct | |
| 2012-05-07 | Non-Qualified Stock Option | $22.995 | M | 29 | Disposed | Common Stock (29) | Direct |
Footnotes
F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 9, 2011.
F2: The total amount of securities directly owned by the reporting person includes shares in the Company's employee benefit plans that are deemed to be 'tax-conditioned plans' pursuant to Rule 16b-3, to the extent disclosed on reports received from plan trustees.
F3: These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 55% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 13% appreciation per annum from the date of grant or 185% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.
F4: These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments in whole amounts over a five-year period, at the rate of 20% per year commencing one year from the date of the grant.