KROGER CO — Director's Dealing 2017

Dec 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2017-12-01

Reporting Person: FIKE CARIN L (Vice President and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-01	Common Stock	M	800	$14.305	Acquired	25956.1347	Direct
2017-12-01	Common Stock	S	800	$25.473	Disposed	25156.1347	Direct
2017-12-01	Common Stock	S	738	$25.76	Disposed	3986	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-01	Non-Qualified Stock Option	$14.305	M	800	Disposed	2018-06-26	Common Stock (800)	Direct

Footnotes

F1: Between July 1, 2017 and September 30, 2017, the reporting person acquired 23.0747 shares of Kroger common stock in the Company's employee benefit plans, based on information from plan trustees. 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.

F2: These options were granted under a long-term incentive plan of The Kroger Co. and vested in equal annual installments over a five-year period, at the rate of 20% per year commencing one year from the date of the grant.