KROGER CO — Director's Dealing 2017

Jun 27, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2017-06-22

Reporting Person: Kaufman Calvin J (Senior Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	93429.3776	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option	$10.98	2022-07-12	Common Stock (16288)		Direct
Non-Qualified Stock Option	$18.88	2023-07-15	Common Stock (6668)		Direct
Non-Qualified Stock Option	$18.88	2023-07-15	Common Stock (24432)		Direct
Non-Qualified Stock Option	$24.665	2024-07-15	Common Stock (32576)		Direct
Non-Qualified Stock Option	$38.33	2025-07-15	Common Stock (13992)		Direct
Non-Qualified Stock Option	$37.48	2026-07-13	Common Stock (27202)		Direct

Footnotes

F1: 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.

F3: These options were granted under an option plan of The Kroger Co. and vest 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.