KROGER CO — Director's Dealing 2017

Jul 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2017-07-13

Reporting Person: Wheatley Christine S (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-13	Common Stock	A	15707	$0.00	Acquired	70492	Direct
2017-07-13	Common Stock	A	32723	$0.00	Acquired	103215	Direct
2017-07-13	Common Stock	M	2000	$12.50	Acquired	105215	Direct
2017-07-13	Common Stock	F	1503	$22.92	Disposed	103712	Direct
2017-07-13	Common Stock	F	845	$22.92	Disposed	102867	Direct
2017-07-14	Common Stock	F	4057	$23.01	Disposed	98810	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-13	Non-Qualified Stock Option	$12.50	M	2000	Disposed	2018-03-13	Common Stock (2000)	Direct
2017-07-13	Non-Qualified Stock Option	$22.92	A	45638	Acquired	2027-07-13	Common Stock (45638)	Direct

Footnotes

F1: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse 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 award.

F2: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions lapse as to 25% one year from the date of the award, 25% two years from the date of the award, and 50% three years from the date of the award.

F3: Payment of exercise price and tax liability associated with the exercise of stock options.

F4: Payment of tax liability associated with restricted stock.

F5: These options were granted under an option plan of The Kroger Co. and vested in equal annual installments in whole share amounts over a three-year period, at the rate of one-third per year commencing one year after the date of grant, with the remainder vesting three years from the date of grant.

F6: These options were granted under a long-term incentive plan of The Kroger Co. and vest 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.