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KROGER CO Director's Dealing 2017

Dec 4, 2017

30047_dirs_2017-12-04_25eeedcf-1971-4e83-b603-e4044f81c469.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: 2017-12-01

Reporting Person: SHACKOULS BOBBY S (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-12-01 Phantom Stock - Incentive Shares $0.00 A 113.156 Acquired Common Stock (113.156) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 49845 Direct

Footnotes

F1: This amount includes 37,454 shares previously held by the reporting person's spouse which were contributed to a joint investment account on 11/15/2017 and are now owned directly by the reporting person.

F2: Each phantom share represents the right to receive one common share upon distribution from the deferred compensation account.

F3: Represents phantom stock acquired in dividend reinvestment transactions under a deferred compensation plan of The Kroger Co.

F4: Shares of phantom stock will be distributed following termination of the reporting person's services as an Independent Director of The Kroger Co.