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: Sharp Erin S (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-13	Common Stock	A	15271	$0.00	Acquired	88244.2043	Direct
2017-07-13	Common Stock	A	32723	$0.00	Acquired	120967.2043	Direct
2017-07-13	Common Stock	F	1018	$22.92	Disposed	119949.2043	Direct
2017-07-14	Common Stock	F	2861	$23.01	Disposed	117088.2043	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-13	Non-Qualified Stock Option	$22.92	A	43516	Acquired	2027-07-13	Common Stock (43516)	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 tax liability associated with restricted stock.

F4: 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.

F5: 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.