KROGER CO — Director's Dealing 2017

Mar 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2017-03-09

Reporting Person: COSSET YAEL (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-09	Common Stock	A	5550	$0.00	Acquired	37275	Direct
2017-03-09	Common Stock	A	1068	$0.00	Acquired	38343	Direct
2017-03-09	Common Stock	F	413	$28.83	Disposed	37930	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-09	Non-Qualified Stock Option	$28.83	A	10611	Acquired	2027-03-09	Common Stock (10611)	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 share award.

F3: These options were granted under a long-term incentive plan of The Kroger Co. and vest 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 grant.