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KROGER CO — Director's Dealing 2012
Feb 17, 2012
30047_dirs_2012-02-17_2fd7f755-c017-4ec0-bcf7-355381978aff.zip
Director's Dealing
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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership
Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2012-01-28
Reporting Person: MARMER LYNN (Group Vice President)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 48376.7079 | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Non-Qualified Performance Stock Option | $22.995 | 2012-05-09 | Common Stock (10000) | 10000 | Direct |
| Non-Qualified Stock Option | $22.995 | 2012-05-09 | Common Stock (20000) | 20000 | Direct |
| Non-Qualified Stock Option | $19.94 | 2016-05-04 | Common Stock (15000) | 15000 | Direct |
| Non-Qualified Stock Option | $28.27 | 2017-06-28 | Common Stock (15000) | 15000 | Direct |
| Non-Qualified Stock Option | $28.61 | 2018-06-26 | Common Stock (15000) | 15000 | Direct |
| Non-Qualified Stock Option | $22.34 | 2019-06-25 | Common Stock (15000) | 15000 | Direct |
| Non-Qualified Stock Option | $20.16 | 2020-06-24 | Common Stock (15000) | 15000 | Direct |
| Non-Qualified Stock Option | $24.74 | 2021-06-23 | Common Stock (16070) | 16070 | Direct |
Footnotes
F1: Between January 29, 2011 and January 28, 2012, the reporting person acquired 1.5093 shares of Kroger common stock 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 by plan trustees.
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.