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: MCMULLEN W RODNEY (Director, Chairman of the Board & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-13	Common Stock	A	163613	$0.00	Acquired	2589825.5203	Direct
2017-07-14	Common Stock	F	25324	$23.01	Disposed	2564501.5203	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-13	Non-Qualified Stock Option	$22.92	A	573127	Acquired	2027-07-13	Common Stock (573127)	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: Payment of tax liability associated with restricted stock.

F3: Between January 1, 2017 and June 30, 2017, the reporting person acquired 1,283.1797 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.

F4: 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.